Common use of Resolutions, Opinions, and Other Documents Clause in Contracts

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent the following: (a) this Agreement, the Notes, the Security Documents and each of the other Loan Documents, all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable; (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effect; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closed; and (l) certification by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Note and each of the other Loan Documents, Documents all properly executed; (b) financing statements and b. each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) c. certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicablelaws; (d) d. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures; (e) e. a certificate of good standing for Borrower, dated on or immediately prior to the Closing Date, from the Secretary of State of the state of organization of Borrower and from all states in which Borrower is required to obtain a certificate of good standing or like certificate due to the nature of its operations in such state; f. a written opinion of Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; g. such financial statements (f) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effectincluding all Disclosure Documents), reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; (g) h. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance i. Insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closed6.5; and (l) certification j. such other documents reasonably required by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, the NotesRevolving Note, and the Security Documents and Perfection Certificate, each of the other Loan Documents, all properly executed; (b) financing statements any other Loan Document and each document and agreement required to be executed under any provision of this Agreement or any of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Documents; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s board of directors director(s), or managing members (manager(s), as applicable) applicable authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder and each of Revolving Note, the other Loan Documents and each other document to which it is a party, required to be delivered by any Section hereof and (ii) each Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicableOrganizational Documents; (d) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each Borrower, with specimen signatures; (e) a written opinion of Borrower’s Borrowers’ independent counsel addressed to Administrative Agent for Lender which shall include, without limitation, an opinion that Lender has a perfected security interest in the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification payment by Borrowers of all Expenses associated with the president of Borrower that there has not occurred any Pre-Credit Facility incurred to the Closing Material Adverse EffectDate and the Commitment Fee; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the LoansBusiness Associate Agreement properly executed; (h) completed Lien searchesthe Depository Agreements required pursuant to Section 2.07 hereof; (i) insurance certificates Uniform Commercial Code, judgment, federal and policies as required under state tax lien searches pursuant to Section 5.23.05 hereof, which searches shall verify that Lender will have a first priority security interest in the Collateral, subject to Permitted Liens; (j) an initial Borrowing Certificate borrowing base certificate dated the Closing DateDate evidencing Borrower’s availability under the Borrowing Base; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms extent applicable, payoff letters and conditions of releases from all Persons having a security interest or other interest in the Pioneer Surgical Technologies Merger Agreement has closed; andCollateral, together with all UCC-3 terminations or partial releases necessary to terminate such Persons’ interests in the Collateral; (l) certification by Borrowers that all past due payroll and unemployment taxes have been paid in full and that Borrowers remain current on such taxes; (m) copies of each of the president accreditations, licenses, permits and certifications related to the representations in Section 5.03 hereof, and all Contracts requested by Lender; (n) the fully executed Subordination Agreements; (o) monthly and year to date consolidated financial statements for the most recent month end prior to Closing (within fifteen (15) days prior to closing or such shorter period as Lender may determine); (p) background checks on the senior management of Borrower Borrowers; (q) Landlord Waivers with respect to the location of Borrowers’ chief executive office and each other location where any books and records of Borrowers may be kept; and (r) evidence satisfactory to Lender that the purchase Required Insurance is in full force and issuance effect and that Lender has been named as a lender’s loss payee or additional insurer with respect to such Required Insurance in a manner satisfactory to Lender; (s) all UCC financing statements and similar documents required to be filed in order to create in favor of Lender a first priority and exclusive (except for Permitted Liens) perfected security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the UCC or Applicable Law), shall have been properly filed in each office in each jurisdiction required; (t) all information necessary for Lender to issue wire transfer instructions on behalf of each Borrower for the initial and subsequent Revolving Loans and/or Advances, including disbursement authorizations in form acceptable to Lender; (u) true and correct copies of the Preferred Stock Comerica Loan Documents and Safeguard Loan Documents; and (v) all other documents, information and reports required or requested to WSHP Biologics Holdings pursuant to the terms and conditions be executed and/or delivered by Borrowers under any provision of this Agreement or any of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Borrower Each Loan Party shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Term Loan Note and each of the other Loan Documents, all properly executed; (b) financing statements and each of the other documents Documents to be executed and/or delivered by each Borrower or any other Person pursuant to this Agreement, all properly executed; (c) b. financing statements, certificates evidencing the Capital Stock pledged to Lender under the Pledge Agreement, duly indorsed in blank, and each of the other Loan Documents; c. the landlord’s and warehouseman’s waivers required under Section 3.5; d. certified copies of (i) resolutions of Borrower’s and each applicable SubsidiaryLoan Party’s board of directors or managing members (as applicable) directors, authorizing the execution, delivery and performance of this Agreement, the Notes Term Loan Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrowereach Loan Party’s and each Organizational Documents (certified by the applicable Subsidiary’s articles or certificate secretary of incorporation and by-laws or certificate of formation and operating agreementstate), as applicable; (d) e. an incumbency certificate for Borrower each Loan Party identifying all Authorized Officers, with specimen signatures; (e) f. a written opinion of Borrowereach Loan Party’s independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) g. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; h. certification by an Authorized Officer of the president of Borrower Borrowers that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of the Borrowers, taken as a whole, since December 31, 2011; i. certification by an Authorized Officer of Parent that there has not occurred any material adverse change in the operations and condition (gfinancial or otherwise) of Parent since September 30, 2011; j. payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and all Expenses associated with the LoansTerm Loan required to be paid hereunder; (h) completed Lien searchesk. searches and certificates required under Section 3.4; (i) l. insurance certificates and policies as required under Section 5.26.2; m. copies of the (ji) Merger Agreement and (ii) Management Agreement, all certified as true and correct by an initial Authorized Officer of Borrowing Certificate dated the Closing DateAgent; (k) certification by the president of Borrower n. evidence that the acquisition Acquisition has been consummated in accordance with the terms of Pioneer Surgical Technologies pursuant the Merger Agreement; o. all required due diligence reports relating to the terms and conditions Acquisition, including but not limited to a review of the Pioneer Surgical Technologies Merger Agreement has closed; andhistorical and interim financial statements, which Lender shall have reviewed to its reasonable satisfaction; (l) certification by the president of Borrower that the purchase and issuance p. copies of the Preferred Stock Employment Agreements, which Lender shall have reviewed to WSHP Biologics Holdings pursuant its reasonable satisfaction; q. copies of Borrowers’ material contracts with their Affiliates, which Lender shall have reviewed to its satisfaction; r. the terms and conditions of the Preferred Stock Investment Agreement has closedManagement Fee Subordination Agreement, duly executed by all parties thereto; s. such other documents reasonably required by Lender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent the following: (a) this Agreement, the Notes, the Security Documents Agreement and each of the other Loan Documents, all properly executed; (b) financing statements and each of the all other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable; (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryLenders; (f) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effect; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower that the acquisition sale of Pioneer Surgical Technologies pursuant Borrower’s CTS Business for a minimum sales price of $54,000,000 has closed on terms previously represented to Lenders; (k) Borrower shall have (i) prepaid the Term Loan by not less than $22,000,000 using a portion of the sales proceeds received from the sale of Borrower’s CTS business, and (ii) deposited not less than $12,000,000 into the CTS Tax Escrow Account; (l) Borrower shall have provided Lenders a calculation of tax liability relating to the terms and conditions sale of Borrower’s CTS Business prepared by Borrower’s accountants and, in the event that Borrower’s tax liability arising from such sale is less than $12,000,000, then Borrower shall have further prepaid the Term Loan by not less than fifty percent (50%) of the Pioneer Surgical Technologies Merger Agreement has closeddifference between $12,000,000 and Borrower’s actual tax liability as calculated by Borrower’s accountants; and (lm) certification by the president of Borrower shall have provided Lenders an updated financial forecast (that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant gives effect to the terms and conditions of the Preferred Stock Investment Agreement has closedtransactions contemplated by this Agreement) by Quarter for 2017.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, delivered or caused to be delivered to Administrative Agent the following: (a) this Agreement, the Notes, Amended and Restated Revolving Credit Note and the Affirmation of Security Documents and each of the other Loan Documents, all properly executedexecuted by Borrower and Subsidiary Guarantors, as applicable; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes to be issued hereunder and each of the other Loan Documents Document required to be delivered executed by any Section hereof and (ii) Borrower’s and each applicable SubsidiarySubsidiary Guarantor’s articles Articles or certificate Certificate of incorporation Incorporation or Certificate of Organization (as applicable) and byBy-laws or certificate of formation and operating agreement, Operating Agreement (as applicable) or written certifications that there have been no amendments, modifications or other changes to any such organizational document since such documents were delivered in conjunction with the Existing Loan Agreement; (dc) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signatures; (ed) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Administrative Agent for the benefit of the all Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (fe) certification by the president chief financial officer of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2008; (gf) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee owing to Agent and/or Lenders and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Loans or Letters of Credit incurred to the Closing Date; (g) Searches and certificates required by Section 3.4 above; (h) Deposit Account Control Agreements, if necessary, all in form and substance satisfactory to Agent or written certifications that there have been no additional Deposit Accounts created and/or no amendments, modifications or other changes to any such document since such documents were delivered in conjunction with the Existing Loan Agreement; (i) Copies of all Management Agreements or written certifications that there have been no amendments, modifications or other changes to any such document since such documents were delivered in conjunction with the Existing Loan Agreement; (j) Sponsored CDO Equity Interests; (k) certification by A certified copy of the president Merger Agreement and all Merger Documents; (l) Certified copies of the indentures governing the Convertible Notes and Trust Preferred Notes; (m) Borrower shall have repaid all existing Indebtedness of Borrower that under the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedExisting Loan Agreement; and (ln) certification Such other documents reasonably requested by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAgent.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, delivered or caused to be delivered to Administrative Agent the following: (a) this Agreement, the Notes, Term Loan Notes and the Security Documents and each of the other Loan Documents, all properly executedexecuted by Borrower and Guarantors, as applicable; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members managers (as applicable) of Borrower and each Guarantor authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents Document required to be delivered executed by any Section hereof and (ii) Borrower’s and each applicable SubsidiaryGuarantor’s articles Articles or certificate Certificate of incorporation Incorporation or Certificate of Organization (as applicable) and byBy-laws or certificate of formation and operating agreement, Operating Agreement (as applicable) or written certifications that there have been no amendments, modifications or other changes to any such organizational document since such documents were delivered in conjunction with the Existing Loan Agreement; (dc) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signatures; (ed) a written opinion of Borrower’s and each Guarantor’s independent counsel addressed to Administrative Agent for the benefit of the all Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (fe) certification by the president chief financial officer of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2009; (gf) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee owing to Agent and/or Lenders and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Loans or Letters of Credit incurred to the Closing Date; (g) Searches and certificates required by Section 3.4 above; (h) Deposit Account control agreements, if necessary; (i) Copies of all Management Agreements or written certifications that there have been no amendments, modifications or other changes to any such document since such documents were delivered in conjunction with the Existing Loan Agreement; (j) Sponsored CDO Equity Interests; (k) A certified copy of the Master Agreement and all other Transaction Documents and a certification by that the president initial transactions contemplated thereunder have closed and that an amount not less than $11,700,000 has been deposited in the escrow account established under the Escrow Agreement; (l) Borrower shall have repaid all existing Indebtedness of Borrower that under the acquisition Existing Loan Agreement, including payment of Pioneer Surgical Technologies pursuant to the sum of $450,000 required under the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedFee Letter (as defined in the Existing Loan Agreement); and (lm) certification Such other documents reasonably requested by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAgent.

Resolutions, Opinions, and Other Documents. Prior to the Closing, Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, the Notes, the Security Documents and each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Closing Checklist attached hereto as Exhibit 4.01(a) in each case in form and substance satisfactory to Lender in its sole discretion (with such number of originals or copies as required by Xxxxxx) executed by each of the Loan DocumentsParties party thereto and other required Persons, all properly executedas applicable; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable SubsidiaryXxxxxxxx’s board of directors director(s), or managing members (manager(s), as applicable) , authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder Loan Documents and each of the other Loan Documents document to which it is a party, required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicableOrganizational Documents; (dc) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of Borrower, with specimen signatures; (ed) a written opinion of BorrowerXxxxxxxx’s independent counsel addressed to Administrative Agent for Xxxxxx in the benefit form attached hereto as Exhibit 4.01(d), which shall include, without limitation, an opinion that Xxxxxx has a perfected security interest in the Collateral; (e) payment by Borrower of all Expenses associated with the Lenders Credit Facility incurred to the Closing Date and opinions of such other counsel as Administrative Agent deems reasonably necessarythe Commitment Fee; (f) UCC, judgment, federal and state tax Lien searches pursuant to Section 3.05 hereof, which searches shall verify that Lender will have a first priority security interest in the Collateral, subject to Permitted Liens; (g) Evidence reasonably satisfactory to Lender that Borrower’s Minimum Liquidity is in an amount not less than Five Million and No/100 Dollars ($5,000,000.00) after giving effect to the initial Revolving Loan, payment of all Expenses, other fees and disbursements and the Commitment Fee and payment of certain other current Obligations and Indebtedness; (h) to the extent applicable, payoff letters and releases from all Persons having a security interest or other interest in the Collateral (excluding Permitted Liens), together with all UCC-3 terminations or partial releases necessary to terminate such Persons’ interests in the Collateral; (i) certification by Borrower that all past-due payroll and unemployment taxes for the president Healthcare Facilities have been paid in full and that all such payroll and unemployment taxes remain current; (j) copies (or access to copies) of each of the accreditations, licenses, permits and certifications related to the representations in Section 5.03 hereof, and all Contracts requested by Xxxxxx; (k) monthly and year-to-date consolidated and consolidating financial statements for the month ending February 28, 2023; (l) satisfactory background checks on the senior management of Borrower; (m) recently dated financial statements of each Guarantor and a copy of such Guarantor’s most recent filed federal income tax return; (n) evidence satisfactory to Lender that the Required Insurance is in full force and effect and that Xxxxxx has been named as a lender’s loss payee or additional insured, as applicable, with respect to such Required Insurance in a manner satisfactory to Lender; (o) all UCC financing statements and similar documents required to be filed in order to create in favor of Lender a first priority and exclusive (except for Permitted Liens) perfected security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the UCC or Applicable Law), shall have been (or will be simultaneous with the Closing) properly filed in each office in each jurisdiction required; (p) Lender shall have received a fully executed copy of the Purchase Documents, which shall be true, correct and complete; (q) all information necessary for Lender to issue wire transfer instructions on behalf of Borrower for the initial and subsequent Revolving Loans and/or Advances, including disbursement authorizations in form acceptable to Lender; (r) a certificate dated the Closing Date and signed by an Authorized Officer of Borrower certifying that all of the conditions specified in this Section 4.01 and Section 4.02 hereof have been fulfilled and that there has not occurred any Pre-Closing Material Adverse Effect; material adverse change in the operations and conditions (gfinancial or otherwise) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedsince December 31, 2022; and (ls) certification all other documents, information and reports required or requested to be executed and/or delivered by the president Borrower under any provision of Borrower that the purchase and issuance this Agreement or any of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Prior to the Closing, Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, the Notes, the Security Documents and each of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Closing Checklist attached hereto as Exhibit 4.01(a) in each case in form and substance satisfactory to Lender in its sole discretion (with such number of originals or copies as required by Lender) executed by each of the Loan DocumentsParties party thereto and other required Persons, all properly executedas applicable; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s board of director(s), or manager(s), as applicable, authorizing the execution of the Loan Documents and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the executionother document to which it is a party, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicableOrganizational Documents; (dc) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of Borrower, with specimen signatures; (ed) a written opinion of Borrower’s independent counsel addressed to Administrative Agent for Lender in the benefit form attached hereto as Exhibit 4.01(d), which shall include, without limitation, an opinion that Lender has a perfected security interest in the Collateral; (e) payment by Borrower of all Expenses associated with the Lenders Credit Facility incurred to the Closing Date and opinions of such other counsel as Administrative Agent deems reasonably necessarythe Commitment Fee; (f) UCC, judgment, federal and state tax Lien searches pursuant to Section 3.05 hereof, which searches shall verify that Lender will have a first priority security interest in the Collateral, subject to Permitted Liens; (g) an initial borrowing base certificate dated the Closing Date evidencing Borrower’s maximum borrowing availability under the Borrowing Base as of the Closing Date; (h) to the extent applicable, payoff letters and releases from all Persons having a security interest or other interest in the Collateral (excluding Permitted Liens), together with all UCC-3 terminations or partial releases necessary to terminate such Persons’ interests in the Collateral; (i) certification by Borrower and each Corporate Guarantor that all past-due payroll and unemployment taxes have been paid in full and that Borrower and such Guarantor remain current on such taxes; (j) copies of each of the president accreditations, licenses, permits and certifications related to the representations in Section 5.03 hereof, and all Contracts requested by Lender; (k) monthly and year-to-date consolidated and consolidating financial statements for the most recent month end prior to Closing (at least fifteen (15) days prior to Closing or such shorter period as Lender may determine); (l) satisfactory background checks on the senior management of Borrower; (m) fully executed collateral access agreements in form and substance satisfactory to Lender with respect to the location of Borrower’s chief executive office and each other location at which any books and records of Borrower may be kept; (n) recently dated financial statements of each Individual Guarantor; (o) evidence satisfactory to Lender that the Required Insurance is in full force and effect and that Lender has been named as a lender’s loss payee or additional insured, as applicable, with respect to such Required Insurance in a manner satisfactory to Lender; (p) all UCC financing statements and similar documents required to be filed in order to create in favor of Lender a first priority and exclusive (except for Permitted Liens) perfected security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the UCC or Applicable Law), shall have been (or will be simultaneous with the Closing) properly filed in each office in each jurisdiction required; (q) all information necessary for Lender to issue wire transfer instructions on behalf of Borrower for the initial and subsequent Revolving Loans and/or Advances, including disbursement authorizations in form acceptable to Lender; (r) a certificate dated the Closing Date and signed by an Authorized Officer of Borrower certifying that all of the conditions specified in this Section 4.01 and Section 4.02 hereof have been fulfilled and that there has not occurred any Pre-Closing Material Adverse Effect; material adverse change in the operations and conditions (gfinancial or otherwise) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedsince December 31, 2018; and (ls) certification all other documents, information and reports required or requested to be executed and/or delivered by the president Borrower under any provision of Borrower that the purchase and issuance this Agreement or any of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, the Notes, the Security Documents Note and each of the other Loan Documents, Documents all properly executedexecuted by the Borrower and Guarantor, as the case may be; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person Guarantor pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s 's and each applicable SubsidiaryGuarantor’s board of directors directors' or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s 's and each applicable SubsidiaryGuarantor’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable; (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Guarantor identifying all individuals authorized to execute the Loan Documents to which the Guarantor is a party with specimen signatures; (ei) a written opinion of Borrower's and Guarantor’s independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessarynecessary and (ii) such opinions of foreign counsel as the Lender shall require with respect to the Pledge Agreements with respect to Material Non-Domestic Subsidiaries to be delivered on the Closing Date. (f) such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; (fg) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower and its Subsidiaries since January 31, 2009; (gh) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (hi) completed Lien searchesSearches and certificates required under Section 3.4; (ij) insurance Insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date6.2; (k) certification by Instruments and agreements required under Section 3.5; (l) simultaneously with the president of Borrower first Advance, evidence that the acquisition of Pioneer Surgical Technologies pursuant Existing Indebtedness has been paid in full, that the agreements giving rise to the terms Existing Indebtedness have been terminated and conditions of the Pioneer Surgical Technologies Merger Agreement has closedthat Liens granted in connection therewith have been released; and (lm) certification by the president of Borrower that the purchase and issuance a copy of the Preferred Stock to WSHP Biologics Holdings pursuant to Dupont Agreement in existence on the terms Closing Date and conditions any amendments thereto; (n) copies of the Preferred Stock Investment Agreement has closedexecuted employment agreements for each of Xxxxxxxxxxx X. Xxxx and Xxxx Xxxxxxxx; and (o) such other documents reasonably required by Lender.

Resolutions, Opinions, and Other Documents. Each Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Notes and each of the other Loan Documents, Documents all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) b. certified copies of (i) resolutions of each Borrower’s and each applicable SubsidiaryGuarantor’s board of directors directors’ or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes Note (in the case of any Borrower) to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and hereof, (ii) each Borrower’s and each Guarantor’s Organizational Documents (certified by the applicable Subsidiarysecretary of state) and (iii) the good standing (or equivalent status) of such Borrower or Guarantor in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s articles or certificate Guarantor’s business activities or the ownership of incorporation and by-laws or certificate of formation and operating agreementits properties necessitates qualification, as applicableevidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction; (d) c. an incumbency certificate for each Borrower and each Guarantor identifying all Authorized Officers, with specimen signatures; (e) d. a written opinion of Borrower’s Borrowers’ independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) e. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; f. certification by the president an Authorized Officer of each Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of any Borrower since December 31, 2017; (g) g. payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searchesh. searches and certificates required under Section 3.4; (i) i. the waivers required under Section 3.5; j. control agreements with the applicable financial institutions in form and substance satisfactory to Lender with respect to all Deposit Accounts; k. insurance certificates and policies as required under Section 5.26.2; (j) l. an initial Borrowing Certificate dated the Closing DateDate and showing Undrawn Availability of no less than $500,000 (without giving effect to the Availability Block); m. all environmental studies and reports prepared by independent environmental engineering firms with respect to all Real Mortgaged Property owned or leased by any Borrower including but not limited to a Phase I environmental assessment; n. fully paid mortgagee title insurance policies (k) certification by or binding commitments to issue title insurance policies, marked to Lender’s satisfaction to evidence the president form of Borrower that the acquisition of Pioneer Surgical Technologies pursuant such policies to be delivered with respect to the terms and conditions Mortgage), in standard ALTA form, issued by a title insurance company satisfactory to Lender, each in an amount equal to not less than the fair market value of the Pioneer Surgical Technologies Merger Agreement has closedReal Property subject to the Mortgage, insuring the Mortgage to create a valid Lien on the Real Property with no exceptions which Lender shall not have approved in writing and no survey exceptions; o. an amendment to the Prime Metals Operating Agreement, in form and substance satisfactory to Lender; p. [reserved]; q. repayment of the Existing Indebtedness and termination of all Liens securing the Existing Indebtedness; and (l) certification r. such other documents reasonably required by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Each Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Note and each of the other Loan Documents, Documents all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) b. certified copies of (i) resolutions of each Borrower’s and each applicable SubsidiaryGuarantor’s board of directors directors’ or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes Note (in the case of any Borrower) to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and hereof, (ii) each Borrower’s and each Guarantor’s Organizational Documents (certified by the applicable Subsidiarysecretary of state) and (iii) the good standing (or equivalent status) of such Borrower or Guarantor in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s articles or certificate Guarantor’s business activities or the ownership of incorporation and by-laws or certificate of formation and operating agreementits properties necessitates qualification, as applicableevidenced by good standing certificate(s) (or the equivalent thereof issued by any applicable jurisdiction) dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each such jurisdiction; (d) c. an incumbency certificate for each Borrower and each Guarantor identifying all Authorized Officers, with specimen signatures; (e) d. a written opinion of Borrower’s Borrowers’ independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) e. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; f. certification by the president an Authorized Officer of each Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of any Borrower since December 31, 2018; (g) g. payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searchesh. searches and certificates required under Section 3.4; (i) i. the waivers required under Section 3.5; j. control agreements with the applicable financial institutions in form and substance satisfactory to Lender with respect to all Deposit Accounts; k. insurance certificates and policies as required under Section 5.26.2; (j) l. journal entry adjustment to debit intercompany payable liability and credit equity by receipt of the May 31, 2019 financial statements, along with validation of the entry from the Borrowers’ accountant; m. an initial Borrowing Certificate dated the Closing Date; (k) certification by the president Dateand showing Undrawn Availability of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedno less than $1,600,000; and (l) certification n. such other documents reasonably required by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. The Borrower shall have delivered, or caused to be delivered to the Administrative Agent the following: (ai) this Agreement, the Restated Revolving Credit Notes, and the Security Documents and each of the other Loan Documents, Restated Swing Line Note all properly executed; (bii) financing statements and each of the other documents Loan Documents to be executed and/or delivered by the Borrower or by any other Person pursuant to this Agreementthe terms hereof; (ciii) Guarantees properly executed by each of the Guarantors; (iv) certified copies of (iA) resolutions of the Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Notes Restated Revolving Credit Notes, the Restated Swing Line Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof Documents, and (iiB) the Borrower’s 's Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (dv) certified copies of (A) resolutions of each Guarantor's board of directors authorizing the execution of the Guarantees and (B) each Guarantor's Articles or Certificate of Incorporation and By-laws; (vi) an incumbency certificate for the Borrower identifying all Authorized Officersthe parties executing this Agreement, the Restated Revolving Credit Notes, the Restated Swing Line Note and the other Loan Documents with specimen signatures; (vii) an incumbency certificate for each Guarantor identifying the parties executing the Guarantees, with specimen signatures; (eviii) a written opinion of the Borrower’s independent 's and Guarantors' counsel addressed to the Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryall Lenders; (fix) certification by the chief financial officer or vice president of finance of the Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and its Subsidiaries taken as a whole, since December 31, 1996 as reflected on the applicable Financial Statements of such entities delivered to the Agents; (gx) payment by Borrower of all fees including, without limitation, due on the Revolving Credit Closing Fee, the Term Loan Closing Fee Date and Expenses associated with the LoansRevolving Credit; (hxi) completed Lien searches; (i) insurance certificates Uniform Commercial Code, judgment, federal and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated state tax lien searches against the Closing Date; (k) certification by Borrower and each of the president of Borrower Guarantors at the Borrower's sole cost and expense, showing that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions Property of the Pioneer Surgical Technologies Merger Agreement has closedBorrower and each Guarantor is not subject to any Liens except for Permitted Liens, together with corporate tax lien search certificates showing no Liens on the Borrower's or any of the Guarantors' Property except for Permitted Liens, and certificates of good standing showing the Borrower and each of the Guarantors to be in good standing in each jurisdiction in which it is qualified to do business (in the case of Xxxx, Tennessee only); and (lxii) certification by copies of all other documents, instruments, agreements, opinions and certificates as the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAdministrative Agent may reasonably request.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, all Revolving Credit Note properly executedexecuted by Xxxxxxxxx; (b) financing statements and each of the other documents Loan Document required to be executed and/or delivered by any Borrower or by any other Person pursuant to under any provision of this AgreementAgreement or any related agreement; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery execution and performance of this Agreement, the Notes Revolving Credit Note to be issued hereunder and each of the other Loan Documents required Document to be delivered by any Section hereof from time to time in conjunction with this Agreement and (ii) each Borrower’s 's Articles and each applicable Subsidiary’s articles or certificate Certificate of incorporation Incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for each Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of good standing certificates for each Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) certification a written opinion from and executed by the president independent counsel for Xxxxxxxxx addressed to Xxxxxx; (g) such financial statements, reports, certifications and other operational information concerning Borrowers, including, without limitation, Borrowers' June 30, 1997 consolidated audited financial statements and unqualified opinion (without explanatory paragraphs) of Borrower its independent certified public accountants and any other information required to be delivered hereunder; (h) certificate of each Borrower's chief executive officer stating that there has not occurred as of the Closing any Pre-Closing Material Adverse Effectmaterial adverse change in the business, operations, condition (financial or otherwise) or prospects of such Borrower since June 30, 1997 or December 31, 1997; (gi) payment by Borrower Borrowers of all fees and expenses including, without limitation, the Revolving Credit Facility Fee to be paid to Lender as of the Closing Fee, the Term Loan Closing Fee and all Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated this Agreement incurred to the Closing Date; (j) all documents and agreements required with respect to the Collateral, including without limitation, landlord's and mortgagees' waivers properly executed and Financing Statements properly executed by Xxxxxxxxx; (k) certification by the president of evidence that acceptable liability, property, casualty and business interruption insurance is in place for each Borrower and that the acquisition of Pioneer Surgical Technologies pursuant to the terms Lender is named as lender's loss payee and conditions of the Pioneer Surgical Technologies Merger Agreement has closed; andadditional insured with respect thereto; (l) certification a written consent from BKR, Inc. and Healthlink, Ltd. to the pledge by the president of Borrower that the purchase and issuance RUSA of the Healthlink Interest; (m) all Rental Agreements and Monitoring Agreements in effect; (n) a stock pledge agreement from RUSA pledging 100% of the capital stock of Reliable-Hawk, Inc. to Lender and delivery to Lender of the original stock certificates pledged thereby along with undated stock powers endorsed in blank; (o) either (i) an amendment to the Registration Agreement amending the definition of "Registrable Securities" contained therein to include (A) all shares of common stock issued upon conversion of RUSA's 1997 Series B Preferred Stock and (B) all shares of common stock issued by RUSA to WSHP Biologics Holdings pursuant in connection with this Agreement, or any prior agreements among Borrowers and Lender, as the same have been or may hereafter be amended, restated, modified or supplemented from time to the terms and conditions time or in connection with any waivers of any of the Preferred Stock Investment Agreement has closedprovisions thereof or (ii) proof satisfactory to Lender of the effectiveness of the registration statement on Form S-3 filed by RUSA with the SEC on August 20, 1997 registering the shares of RUSA common stock described in clauses (A) and (B) above; and (p) such other documents, instruments and agreements which Lender reasonably requests and which must be satisfactory to Lender.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, all Revolving Credit Note properly executedexecuted by Borrowers; (b) financing statements and each of the other documents Loan Document required to be executed and/or delivered by any Borrower or by any other Person pursuant to under any provision of this AgreementAgreement or any related agreement; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery execution and performance of this Agreement, the Notes Revolving Credit Note to be issued hereunder and each of the other Loan Documents required Document to be delivered by any Section hereof from time to time in conjunction with this Agreement and (ii) each Borrower’s 's Articles and each applicable Subsidiary’s articles or certificate Certificate of incorporation Incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for each Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of good standing certificates for each Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) certification a written opinion from and executed by the president independent counsel for Borrowers addressed to Lender; (g) such financial statements, reports, certifications and other operational information concerning Borrowers, including, without limitation, Borrowers' June 30, 1995 consolidated audited financial statements and unqualified opinion (without explanatory paragraphs) of Borrower its independent certified public accountants and any other information required to be delivered hereunder; (h) certificate of each Borrower's chief executive officer stating that there has not occurred as of the Closing any Pre-Closing Material Adverse Effectmaterial adverse change in the business, operations, condition (financial or otherwise) or prospects of such Borrower since June 30, 1995 and March 31, 1996; (gi) payment by Borrower Borrowers of all fees and expenses including, without limitation, the Revolving Credit balance of the Facility Fee to be paid to Lender as of the Closing Fee, the Term Loan Closing Fee and all Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated this Agreement incurred to the Closing Date; (j) all documents and agreements required with respect to the Collateral, including without limitation, landlord's and mortgagees' waivers properly executed, Financing Statements properly executed by Borrowers, and payoff letters and UCC-3 termination statements terminating all Liens (other than Permitted Liens) on the Collateral, properly executed by the secured parties; (k) certification the Pledge Agreement, accompanied by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms original stock certificates for all stock pledged thereunder and conditions stock powers endorsed in blank, all properly executed by RUSA; (l) collateral assignments of the Pioneer Surgical Technologies Merger Agreement has closedKey Man Policies, properly executed by RUSA; (m) the Warrant Documents, properly executed by RUSA; (n) evidence that acceptable liability, property, casualty and business interruption insurance is in place for each Borrower and that Lender is named as lender's loss payee and additional insured with respect thereto; and (lo) certification by the president of Borrower that the purchase all Rental Agreements [and issuance of the Preferred Stock Monitoring Agreements] in effect; and (p) such other documents, instruments and agreements which Lender reasonably requests and which must be satisfactory to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent Agent, the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, all Revolving Credit Note properly executed; (b) financing statements statements, and each of the other documents Loan Documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreementthe terms hereof including, without limitation, Surety Documents executed by each Original Guarantor; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Notes Revolving Credit Note to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) Borrower’s 's Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) certified copies of (i) resolutions of each Original Guarantor's board of directors authorizing the execution of each Loan Document to which such Original Guarantor is a party and (ii) each Original Guarantor's Articles or Certificate of Incorporation and By-laws; (e) an incumbency certificate for Borrower and each Original Guarantor identifying all Authorized Officers, with specimen signatures; (ef) a written opinion of Borrower’s 's and each Original Guarantor's independent counsel addressed to Administrative Agent for the benefit (on behalf of the Lenders and opinions of Lenders) covering such other counsel matters as Administrative Agent deems reasonably necessary; (fg) such financial statements, reports, certifications and other operational information as Agent may require including without limitation, consolidated financial projections of profit and loss statements for the remainder of the current fiscal year; (h) certification by the president chief financial officer of Borrower and each Original Guarantor that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower and each such Obligor since March 31, 1998; (gi) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, balance of the Term Loan Closing Fee and Expenses associated with the Loans; (hj) completed Lien searches; (i) insurance the searches and certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date3.4; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedlandlord or warehouseman waivers required under Section 3.5; and (l) certification by the president of pledge agreement under which Borrower that the purchase and issuance pledges sixty-five (65%) percent of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions capital stock of UDI Canada (accompanied by delivery of the Preferred Stock Investment Agreement has closedoriginal share certificate(s) for such stock and stock power(s) endorsed in blank therefor).

Resolutions, Opinions, and Other Documents. Borrower Each Loan Party shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Term Loan Note and each of the other Loan Documents, all properly executed; (b) financing statements and each of the other documents Documents to be executed and/or delivered by each Borrower or any other Person pursuant to this Agreement, all properly executed; (c) b. financing statements and each of the other Loan Documents; c. the landlord’s and warehouseman’s waivers required under Section 3.5; d. certified copies of (i) resolutions of Borrowereach Loan Party’s and each applicable Subsidiary’s board of directors or managing members (as applicable) governing body, authorizing the execution, delivery and performance of this Agreement, the Notes Term Loan Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrowereach Loan Party’s and each Organizational Documents (certified by the applicable Subsidiary’s articles or certificate secretary of incorporation and by-laws or certificate of formation and operating agreementstate), as applicable; (d) e. an incumbency certificate for Borrower each Loan Party identifying all Authorized Officers, with specimen signatures; (e) f. a written opinion of Borrowereach Loan Party’s independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) g. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; h. certification by an Authorized Officer of the president of Borrower Borrowers that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of the Borrowers, taken as a whole, since December 31, 2013; i. certification by an Authorized Officer of Parent that there has not occurred any material adverse change in the operations and condition (gfinancial or otherwise) of Parent since December 31, 2013, except as disclosed in Parent’s annual report on Form 10-K for the period ending December 31, 2013, or Parent’s quarterly reports on Form 10-Q or current reports on Form 8-K filed with the Securities and Exchange Commission between January 1, 2014 and October 31, 2014; j. payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and all Expenses associated with the LoansTerm Loan required to be paid hereunder; (h) completed Lien searchesk. searches and certificates required under Section 3.4; (i) l. insurance certificates and policies as required under Section 5.26.2; m. copies of the (ji) Purchase Agreement and (ii) Management Agreement, all certified as true and correct by an initial Authorized Officer of Borrowing Certificate dated the Closing DateAgent; (k) certification by the president of Borrower n. evidence that the acquisition Acquisition has been consummated in accordance with the terms of Pioneer Surgical Technologies pursuant the Purchase Agreement and any applicable Requirement of Law; o. all required due diligence reports relating to the terms and conditions Acquisition, including but not limited to a review of the Pioneer Surgical Technologies Merger Agreement has closedhistorical and interim financial statements, which Lender shall have reviewed to its reasonable satisfaction; p. copies of the Employment Agreements, which Lender shall have reviewed to its reasonable satisfaction; q. copies of Borrowers’ material contracts with their Affiliates and customers, which Lender shall have reviewed to its satisfaction; r. the Management Fee Subordination Agreement, duly executed by all parties thereto; and (l) certification s. such other documents reasonably required by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered, delivered (or caused to be delivered delivered) to Administrative Agent Lender the following: (a) this AgreementAgreement and the Revolving Note, the Notes, the Security Documents and each of the other Loan Documents, all properly executed; (b) financing statements any other Loan Document and each document and agreement required to be executed under any provision of this Agreement or any of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Documents; (c) certified copies of (i) resolutions of each Borrower’s and each applicable SubsidiaryGuarantor’s board of directors director(s), or managing members (manager(s), as applicable) applicable authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder and each of Revolving Note, the other Loan Documents and each other document to which it is a party, required to be delivered by any Section hereof and (ii) each Borrower’s and each applicable SubsidiaryGuarantor’s articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicableOrganizational Documents; (d) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each Borrower, with specimen signatures; (e) a written opinion of Borrower’s Borrowers’ and Guarantors’ independent counsel addressed to Administrative Agent for Lender in the benefit of form attached hereto as Exhibit 4.01 or otherwise acceptable to Lender, which shall include an opinion that Lender has a perfected security interest in the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification payment by Borrowers of all Expenses associated with the president of Borrower that there has not occurred any Pre-Credit Facility incurred to the Closing Material Adverse EffectDate and the Commitment Fee; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the LoansBusiness Associate Agreement properly executed; (h) completed Lien searchesthe Depository Agreements required pursuant to Section 2.07 hereof and such other deposit account control agreements as Lender shall require; (i) insurance certificates Uniform Commercial Code, judgment, federal and policies as required under state tax lien searches pursuant to Section 5.23.05 hereof, which searches shall verify that Lender will have a first priority security interest in the Collateral, subject to Permitted Liens; (j) an initial Borrowing Certificate borrowing base certificate dated the Closing DateDate evidencing Borrower’s availability under the Borrowing Base; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms extent applicable, Lender shall have received payoff letters and conditions of releases from all Persons having a security interest or other interest in the Pioneer Surgical Technologies Merger Agreement has closed; andCollateral, together with all UCC-3 terminations or partial releases necessary to terminate such Persons’ interests in the Collateral; (l) certification by Borrowers that all past due payroll and unemployment taxes have been paid in full and that Borrowers remain current on such taxes; (m) Lender shall have received copies of each of the president accreditations, licenses, permits and certifications related to the representations in Section 5.03 hereof, and all Contracts requested by Lender; (n) each fully executed Subordination Agreement; (o) ADK’s quarterly and year to date consolidated and consolidating financial statements for the most recent quarter end prior to Closing and each Borrower’s monthly and year to date financial statements for the most recent month end prior to Closing (within fifteen (15) days prior to closing or such shorter period as Lender may determine); (p) satisfactory background checks on the senior management of Borrower Borrowers and Guarantors; (q) evidence satisfactory to Lender that the purchase Required Insurance is in full force and issuance effect and that Lender has been named as a lender’s loss payee or additional insurer with respect to such Required Insurance in a manner satisfactory to Lender; (r) all UCC financing statements and similar documents required to be filed in order to create in favor of Lender a first priority and exclusive (except for Permitted Liens) perfected security interest in the Collateral (to the extent that such a security interest may be perfected by a filing under the UCC or Applicable Law), shall have been properly filed in each office in each jurisdiction required; (s) Borrowers shall have delivered to Lender all information necessary for Lender to issue wire transfer instructions on behalf of each Borrower for the initial and subsequent Loans and/or Advances, including disbursement authorizations in form acceptable to Lender; (t) evidence satisfactory to Lender that each Borrower has taken all steps necessary to complete and file all documentation regarding the CHOW with the appropriate Governmental Authorities, intermediaries or other designated agents; (u) evidence satisfactory to Lender that any Medicare overpayment liability of Transferor has been satisfied and that Borrowers have no such liability with respect to the Healthcare Facilities; and (v) all other documents, information and reports required or requested to be executed and/or delivered by Borrowers under any provision of this Agreement or any of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, ATC Revolving Credit Note all properly executedexecuted by each Borrower; (b) financing statements and each of Loan Document including, without limitation, the other documents Stock Pledge Agreements, required to be executed and/or delivered by Borrower Borrowers or by any other Person pursuant to under any provision of this AgreementAgreement or any related agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members (as applicable) of each Borrower, Staff Builders, each member of the Home Healthcare Group authorizing the execution, delivery execution and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents to which each is a party which is required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s the certificate or articles or certificate of incorporation and by-laws or certificate bylaws of formation and operating agreementeach Borrower, as applicableStaff Builders, each member of the Home Healthcare Group; (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatureseach Borrower; (e) a written opinion of good standing certificate for each Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) a written opinion of Borrowers' independent counsel addressed to Lender; (g) such financial statements, reports, certifications and other operational information required to be delivered hereunder, including, without limitation, an initial borrowing base certificate calculating the Revolving Credit Borrowing Base and a draft of the audited financial statement for the fiscal year ending February 28, 1999. (h) updated projections, on a monthly and consolidated basis, for the period beginning March 1, 1999 through February 28, 2001, including profit and loss statements, cash flow statements and balance sheets. (i) certification by the president chief financial officer of each Borrower that there has not occurred any Pre-Closing Material Adverse Effect; material adverse change, since February 28, 1999, in the operations, condition (gfinancial or otherwise) payment by and business prospects of such Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2a whole; (j) an initial Borrowing Certificate dated payment of the Closing DateCollateral Management Fee; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant all documents and agreements required with respect to the terms Collateral, including without limitation, financing statements; (l) executed Support Agreements; (m) surety agreements ("Surety Agreements"), in form and conditions substance satisfactory to Lender, executed by Staff Builders and each member of the Pioneer Surgical Technologies Merger Agreement has closedHome Healthcare Group in favor of Lender; (n) trademark security agreement ("Trademark Security Agreement"), in form and substance satisfactory to Lender, executed by Borrowers in favor of Lender; and (lo) certification evidence that Borrowers have a minimum borrowing availability of Five Hundred Thousand Dollars ($500,000) under the Revolving Credit Borrowing Base, which shall be confirmed by the president of Borrower that the purchase Lender's pre-Closing field examination and issuance of the Preferred Stock calculated in a manner reasonably acceptable to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. The Borrower shall have delivered, or caused to be delivered to the Administrative Agent the following: (ai) this Agreement, the Revolving Credit Notes, the Security Documents Swing Line Note, and each of the other Loan DocumentsAdditional Pledge Agreement and the stock powers and stock certificates required thereby, all properly executed; (bii) financing statements and each of the other documents Loan Documents to be executed and/or delivered by the Borrower or by any other Person pursuant to this Agreementthe terms hereof; (ciii) Guarantees properly executed by each of the Guarantors; (iv) certified copies of (iA) resolutions of the Borrower’s and each applicable Subsidiary’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Notes Revolving Credit Notes, the Swing Line Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof Documents, and (iiB) the Borrower’s Certificate of Incorporation and By-laws; (v) certified copies of (A) resolutions of each applicable SubsidiaryGuarantor’s articles board of directors authorizing the execution of the Guarantees and (B) each Guarantor’s Articles or certificate Certificate of incorporation Incorporation and byBy-laws or certificate of formation and operating agreement, as applicableOperating Agreement; (dvi) an incumbency certificate of the Borrower identifying the parties executing this Agreement, the Revolving Credit Notes, the Swing Line Note and the other Loan Documents with specimen signatures; (vii) an incumbency certificate for Borrower each Guarantor identifying all Authorized Officersthe parties executing the Guarantees, with specimen signatures; (eviii) a written opinion of the Borrower’s independent and Guarantors’ counsel addressed to the Administrative Agent for and the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryLenders; (fix) certification by the chief financial officer or vice president of finance of the Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and its Subsidiaries taken as a whole, since March 31, 2008 as reflected on the applicable Financial Statements of the Borrower delivered to the Administrative Agent; (gx) payment by Borrower of all fees including, without limitation, set forth in the Revolving Credit Closing Fee, Engagement Letter due on the Term Loan Closing Fee Effective Date and Expenses associated with the LoansRevolving Credit; (hxi) completed Lien searches; (i) insurance certificates Uniform Commercial Code, judgment, federal and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated state tax lien searches against the Closing Date; (k) certification by Borrower and each Restricted Subsidiary at the president of Borrower Borrower’s sole cost and expense, showing that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions Property of the Pioneer Surgical Technologies Merger Agreement has closedBorrower and each Restricted Subsidiary is not subject to any Liens except for Permitted Liens, and certificates of good standing showing the Borrower and each Restricted Subsidiary to be in good standing in each jurisdiction in which it is qualified to do business; and (lxii) certification by copies of all other documents, instruments, agreements, opinions and certificates as the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAdministrative Agent may reasonably request.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Notes and each of the other Loan Documents, Documents all properly executed; (b) b. financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) c. certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s 's board of directors directors' or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s 's articles or certificate of incorporation and by-laws or certificate of formation and operating agreement, as applicable; (d) d. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures; (e) e. a written opinion of Borrower’s 's independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) f. a collateral audit of Borrower's assets, liabilities, books and records, satisfactory in all respects to Lender; g. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; h. certification by the president Chief Financial Officer of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since April 30, 2011; (g) i. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance j. searches and certificates and policies as required under Section 5.23.4; (j) k. the Motorola Subordination Agreement; l. an initial Borrowing Certificate dated the Closing Date; Date (k) certification by the president including, without limitation, a calculation of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedBorrower’s Undrawn Availability); and (l) certification m. such other documents reasonably required by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this AgreementAgreement and the Revolving Credit Note, the Notes, the Security Documents and each of the other Loan Documents, all properly executed; (b) financing statements each document and each agreement required to be executed under any provision of this Agreement or any of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Documents; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s board of directors directors, or managing members (manager, as applicable) applicable authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder Revolving Credit Note, and each of the other Loan Documents document to which it is a party, required to be delivered by any Section hereof and (ii) each Borrower’s Articles of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and by-By laws or certificate of formation organization and operating agreement, agreement (as applicable); (d) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each Borrower, with specimen signatures; (e) a written opinion of Borrower’s Borrowers’ independent counsel addressed to Administrative Agent for Lender in the benefit of form attached hereto as Exhibit 4.1, which shall include without limitation, an opinion that Lender has a perfected security interest in the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification payment by Borrowers of all Expenses associated with the president of Borrower that there has not occurred any Pre-Credit Facility incurred to the Closing Material Adverse EffectDate and the Commitment Fee; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the LoansBusiness Associate Agreement properly executed; (h) completed Lien searchesthe Lockbox Agreements required pursuant to Section 2.7 hereof; (i) insurance certificates Uniform Commercial Code, judgment, federal and policies as required under state tax lien searches pursuant to Section 5.23.4 above; (j) an initial Borrowing Certificate dated to the Closing Dateextent applicable, payoff letter and Lender shall have received releases from all Persons having a security interest or other interest in the Collateral, together with all UCC-3 terminations or partial releases necessary to terminate such Persons’ interests in the Collateral; (k) certification by Borrowers that all past due payroll and unemployment taxes have been paid in full and that Borrowers remain current on such taxes; (l) copies of each of the president accreditations, licenses, certifications required by Section 5.3 below, and all Contracts requested by Lender; (m) the fully executed Subordination Agreements; (n) monthly and year to date consolidated and consolidating financial statements for the most recent month end prior to Closing (within 15 days prior to closing or such shorter period as Lender may determine); (o) background checks on the senior management of Borrower that the acquisition of Pioneer Surgical Technologies pursuant Borrowers; (p) Landlord Waivers with respect to the terms location of Borrowers’ chief executive office and conditions each other location where any books and records of the Pioneer Surgical Technologies Merger Agreement has closedBorrowers may be kept; and (lq) certification all other documents, information and reports reasonably required or requested to be executed and/or delivered by the president Borrowers under any provision of Borrower that the purchase and issuance this Agreement or any of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, BORROWERS shall have delivered, or caused to be delivered to Administrative Agent LENDER the following: (a) this a duly and fully executed Agreement, the NotesRevolving Credit Note, the Security Documents Acquisition Term Loan Note and each Pledge Agreement; (b) each instrument, document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents, all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s BORROWER'S board of directors or managing members (partners, as applicable) , authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder Revolving Credit Note, the Acquisition Term Loan Note and each of the other Loan Documents document required to be delivered by any Section hereof this Agreement and (ii) Borrower’s each BORROWER'S Articles of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate Certificate of formation Limited Partnership and operating agreementPartnership Agreement, as applicable, or certifications that such documents have not been amended since being delivered under the Existing Credit Agreement; (d) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each BORROWER, with specimen signatures; (e) a written opinion of Borrower’s BORROWERS' independent counsel addressed to Administrative Agent for Lender in the benefit of form attached hereto as EXHIBIT 4.1, which shall include without limitation, an opinion that Lender has a perfected security interest in the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effect; (g) payment by Borrower BORROWERS of all fees including, without limitation, the Revolving Credit Closing Commitment Fee, the Acquisition Term Loan Closing Commitment Fee and all Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates Total Facility and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Acquisition Term Loan incurred to the Closing Date; (kg) certification a Collateral Access Agreement with respect to real property leased by the president BORROWERS located at 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx, 00000; (h) LENDER shall have received copies of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions each of the Pioneer Surgical Technologies Merger Agreement has closedaccreditations, licenses, certifications required by Section 5.3 below and all Contracts requested by LENDER; (i) a balance sheet as of June 30, 2004 and related statement of income and statement of cash flows for the month and fiscal year then ended, prepared in accordance with GAAP; and (lj) certification all other instruments, certificates, documents, information and reports required or requested to be executed and/or delivered by the president BORROWERS under any provision of Borrower that the purchase and issuance this Agreement or any of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Notes all properly executed; (b) financing statements each document and each of the other documents agreement required to be executed and/or delivered by Borrower under any provision of this Agreement or any other Person pursuant to this Agreementrelated agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Revolving Credit Notes and the Term Notes to be issued hereunder and each of the other Loan Documents document, instrument and agreement required to be delivered by any Section hereof and resolutions of each Guarantor's board of directors authorizing the execution and delivery of the Guaranty and (ii) Borrower’s 's and each applicable Subsidiary’s articles or certificate Guarantor's Articles of incorporation Incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for Borrower identifying all Authorized OfficersOfficers of Borrower and each signatory of the Guaranty on behalf of each Guarantor authorizing the execution and delivery of the Guaranty, with specimen signatures; (e) a written opinion of Borrower’s 's and each Guarantor's independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryall Lenders; (f) certification by the president of Borrower Borrower's chief financial officer that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since June 30, 1998; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Credit Facility incurred to the Closing Date; (kh) certification by the president of Borrower Uniform Commercial Code, judgment, federal and state tax lien searches against Borrower, at Borrower's expense, showing that the acquisition of Pioneer Surgical Technologies pursuant Collateral is not subject to any Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no tax Liens on Borrower's Property and showing Borrower to be in good standing in each jurisdiction where the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closed; and (l) certification by the president of Borrower that the purchase and issuance of the Preferred Stock failure to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.so qualify might have a material adverse affect on Borrower's business, financial condition, Property or Agent's and/or Lenders' rights hereunder;

Resolutions, Opinions, and Other Documents. Prior to the closing, each Borrower shall have delivered, delivered or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, the NotesRevolving Credit Notes and the Suretyship Agreement, the Security Documents each properly executed by all parties thereto; (b) each document and each agreement required to be executed under any provision of this Agreement or any of the other Loan Documents, all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) certified copies of (i) resolutions of such Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Revolving Credit Notes to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) such Borrower’s 's Articles of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for Borrower identifying all Authorized OfficersOfficers of such Borrower, with specimen signatures; (e) a written opinion of such Borrower’s 's independent counsel addressed to Administrative Agent for Lender in the benefit of form attached hereto as Exhibit 4.1, which shall include without limitation, an opinion that Lender has a first priority perfected security interest in the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification payment by Borrowers of all Expenses associated with the president of Borrower that there has not occurred any Pre-Credit Facility incurred to the Closing Material Adverse EffectDate and the Commitment Fee; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loanslockbox agreements required pursuant to Section 2.7 hereof; (h) completed Uniform Commercial Code, judgment, federal and state tax lien searches against each Borrower pursuant to Section 3.4 above, at Borrowers' expense, showing that the Collateral is not subject to any liens, claims or encumbrances, together with Good Standing and Corporate Tax Lien searchesSearch Certificates showing no tax liens on any Borrower's Property and showing each Borrower to be in good standing in each jurisdiction where the failure to so qualify might have a material adverse affect on such Borrower's business, financial condition, Property or Lender's rights hereunder; (i) insurance certificates and policies an initial borrowing base certificate dated the Closing Date evidencing Borrowers' maximum borrowing availability under the Borrowing Base as required under Section 5.2of the Closing Date which shall show the Borrowing Base in an amount not less than $1,000,000.00 in excess of the initial Loan requested by Borrowers; (j) an initial Borrowing Certificate dated Lender shall have received releases from any other Person having a security interest or other interest in the Closing DateCollateral, together with all UCC-3 terminations or partial releases necessary to terminate such Person's interest in the Collateral; (k) certification Lender shall have received complete financial statements for Borrowers for the months of December 1999 and January 2000, not later than five (5) Business Days prior to the Closing, which shall show results for such periods consistent with budgets previously provided by Borrowers to Lender receipt of which Lender acknowledges; (l) Lender shall have received landlord waivers as Lender may request in form and substance satisfactory to Lender executed by the president appropriate Borrower and the landlord of each location where such Borrower maintains any equipment or inventory; (m) certificates of insurance and/or insurance policies in form and substance satisfactory to Lender in such amounts and with such insurers as are acceptable to Lender, insuring Borrowers and their assets as required under this Agreement; (n) evidence such that Lender shall be satisfied that Borrowers are aware of systems problems, if any, associated with the acquisition of Pioneer Surgical Technologies pursuant year 2000, have an acceptable strategy in place to the terms address such problems and conditions of the Pioneer Surgical Technologies Merger Agreement has closedhave budgeted sufficient funds to address and resolve such problems; and (lo) certification by the president certified copies of Borrower that the purchase Borrowers' form of contract and issuance of the Preferred Stock franchise agreement, with such terms as are reasonably acceptable to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this AgreementAgreement and the Revolving Credit Note, the Notes, the Security Documents and each of the other Loan Documents, all properly executed; (b) financing statements each document and each agreement required to be executed under any provision of this Agreement or any of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Documents; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s 's board of directors directors, or managing members (manager, as applicable) applicable authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder Revolving Credit Note, and each of the other Loan Documents document to which it is a party, required to be delivered by any Section hereof and (ii) each Borrower’s 's Articles of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and by-By laws or certificate of formation organization and operating agreement, agreement (as applicable); (d) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each Borrower, with specimen signatures; (e) a written opinion of Borrower’s Borrowers' independent counsel addressed to Administrative Agent for Lender in the benefit of form attached hereto as EXHIBIT 4.1, which shall include without limitation, an opinion that Lender has a perfected security interest in the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification payment by Borrowers of all Expenses associated with the president of Borrower that there has not occurred any Pre-Credit Facility incurred to the Closing Material Adverse EffectDate and the Commitment Fee; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the LoansBusiness Associate Agreement properly executed; (h) completed Lien searchesthe Lockbox Agreements required pursuant to Section 2.7 hereof; (i) insurance certificates Uniform Commercial Code, judgment, federal and policies as required under state tax lien searches pursuant to Section 5.23.4 above; (j) an initial Borrowing Certificate dated to the Closing Dateextent applicable, payoff letters and Lender shall have received releases from all Persons having a security interest or other interest in the Collateral, together with all UCC-3 terminations or partial releases necessary to terminate such Persons' interests in the Collateral; (k) certification by Borrowers that all past due payroll and unemployment taxes have been paid in full and that Borrowers remain current on such taxes; (l) copies of each of the president accreditations, licenses, certifications required by Section 5.3 below, and all Contracts requested by Lender; (m) the fully executed Subordination Agreements; (n) evidence of Borrower receipt by Borrowers of an equity investment by Xxxxxxxx Capital Partners IV, LP, Xxxxxxxx Capital Corporation and certain other investors in an amount not less than Eight Million Dollars ($8,000,000); (o) fully executed copies of the Acquisition Documents and evidence that the acquisition Acquisition Transactions have been consummated (including without limitation, appropriate opinions of Pioneer Surgical Technologies pursuant counsel); (p) fully executed copies of the DVI Documents and evidence that the transactions contemplated thereby have been consummated; (q) fully executed copies of the documents evidencing the Equity Option; (r) proforma consolidating balance sheet and projections of Borrowers, reflecting the effect of the Acquisition Transactions and monthly and year to date consolidated and consolidating financial statements for the most recent quarter end prior to Closing (within 15 days prior to closing or such shorter period as Lender may determine); (s) background checks on the senior management of Borrowers; (t) Landlord Waivers with respect to the terms location of Borrowers' chief executive office and conditions each other location where any books and records of Borrowers relating to the Pioneer Surgical Technologies Merger Agreement has closedCollateral may be kept; and (lu) certification all other documents, information and reports required or requested to be executed and/or delivered by the president Borrowers under any provision of Borrower that the purchase and issuance this Agreement or any of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLoan Documents.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Notes all properly executed; (b) financing statements each document and each of the other documents agreement required to be executed and/or delivered by Borrower under any provision of this Agreement or any other Person pursuant to this Agreementrelated agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Revolving Credit Notes and the Term Notes to be issued hereunder and each of the other Loan Documents document, instrument and agreement required to be delivered by any Section hereof and resolutions of each Guarantor's board of directors authorizing the execution and delivery of the Guaranty and (ii) Borrower’s 's and each applicable Subsidiary’s articles or certificate Guarantor's Articles of incorporation Incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for Borrower identifying all Authorized OfficersOfficers of Borrower and each signatory of the Guaranty on behalf of each Guarantor authorizing the execution and delivery of the Guaranty, with specimen signatures; (e) a written opinion of Borrower’s 's and each Guarantor's independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryall Lenders; (f) certification by the president of Borrower Borrower's chief financial officer that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since June 30, 1998; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Credit Facility incurred to the Closing Date; (h) Uniform Commercial Code, judgment, federal and state tax lien searches against Borrower, at Borrower's expense, showing that the Collateral is not subject to any Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no tax Liens on Borrower's Property and showing Borrower to be in good standing in each jurisdiction where the failure to so qualify might have a material adverse affect on Borrower's business, financial condition, Property or Agent's and/or Lenders' rights hereunder; (i) An initial borrowing base certificate dated the Closing Date evidencing Borrower's minimum borrowing availability under the Borrowing Base as of the Closing Date; (j) UCC-1 Financing Statements naming Borrower as debtor and Agent as secured party, to be filed in all locations satisfactory to Agent; (k) certification A Guaranty Agreement executed by each of the president Guarantors ("Guaranty"); (l) Stock Pledge Agreements for the shares of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedResource Leasing, Inc. executed by Resource Leasing, Inc. and Resource America, Inc. respectively (collectively "Stock Pledge Agreements); and (lm) certification by the president of A subordination agreement ("Subordination Agreement") among Resource Leasing, Inc., Agent and Borrower that the purchase and issuance of the Preferred Stock whereby Resource Leasing, Inc. agrees to WSHP Biologics Holdings pursuant subordinate all indebtedness owing from Borrower to the Resource Leasing, Inc., on terms and conditions of the Preferred Stock Investment Agreement has closedsatisfactory to Agent.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be ------------------------------------------ delivered to Administrative Agent the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Notes all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Document; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members (as applicable) of each Borrower authorizing the execution, delivery and performance execution of this Agreement, and the Notes Revolving Credit Note(s) to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) each Borrower’s 's Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for each Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of Borrower’s Borrowers' independent counsel addressed to Administrative Agent for the benefit of the all Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) certification by the president chief financial officer of each Borrower that there has not occurred any Pre-Closing Material Adverse Effect;material adverse change in the operations and condition (financial or otherwise) of any Borrower or, to the best of its knowledge, the Acquired Operating Companies since December 31, 1995. (g) payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Feefees owing to Agent, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Revolving Credit incurred to the Closing Date; (kh) certification by Uniform Commercial Code, judgment, federal and state tax lien searches against each Borrower (the president of Borrower "Searches"), at Borrowers' expense, showing that the acquisition Property of Pioneer Surgical Technologies pursuant Borrowers (including Property acquired from the Acquired Operating Companies) and Borrower's Subsidiaries are not subject to the terms any Liens except for Permitted Liens, together with Good Standing and conditions Corporate Tax Lien Search Certificates showing no Liens on any Borrower's or any of the Pioneer Surgical Technologies Merger Agreement has closedany Borrower's Subsidiaries' Property and showing each Borrower to be in good standing in each jurisdiction as required by Section 3.4 above; (i) Assignment of bank accounts; and (lj) certification by a true and correct copy of all material documents, instruments and agreements relating to the president of Borrower that the purchase and issuance acquisition of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAcquired Operating Companies.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents Note and each of the other Loan Documents, Documents all properly executed; (b) b. financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) c. certified copies of (i) resolutions of Borrower’s and each applicable SubsidiaryGuarantor’s board of directors directors’ or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) Borrower’s and each applicable SubsidiaryGuarantor’s articles or certificate of incorporation and by-laws or certificate of formation and shareholders’ agreement or operating agreement, as applicable; (d) d. an incumbency certificate for Borrower and each Guarantor identifying all Authorized Officers, with specimen signatures; (e) e. a written opinion of Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) f. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; g. certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse EffectEffect in the operations and condition (financial or otherwise) of Borrower since June 30, 2007; (g) h. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee Lender’s fees and Expenses expenses associated with the Loans; (h) completed Lien searches; (i) insurance i. searches and certificates and policies as required under Section 5.23.4; (j) j. an initial Borrowing Certificate Notice dated the Closing Date; (k) certification by k. a pledge agreement from the president Guarantor pledging all of the capital stock of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedas collateral; and (l) certification l. such other documents reasonably required by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be ------------------------------------------ delivered to Administrative Agent Lender the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Note all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Document; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members (as applicable) of each Borrower authorizing the execution, delivery and performance execution of this Agreement, and the Notes Revolving Credit Note to be issued hereunder and each of the other Loan Documents document required to be delivered by Borrowers pursuant to any Section hereof and (ii) each Borrower’s 's Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for each Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of Borrower’s Borrowers' independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) certification by the president chief financial officer of each Borrower that (other than losses reflected on Borrowers' draft financial statements for January and February, 1998 delivered to Lender) there has not occurred any Pre-Closing Material Adverse Effect;material adverse change in the operations and condition (financial or otherwise) of any Borrower since December 31, 1997, as reflected on the draft financial statements as of such date previously delivered to Lender. (g) payment by Borrower Borrowers of all fees owing to Lender including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Facility Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated of Lender incurred to the Closing Date; (kh) certification Uniform Commercial Code, judgment, federal and state tax lien searches against each Borrower, at Borrowers' expense, showing that the Property of Borrowers are not subject to any Liens except for Permitted Liens, together with good standing and corporate tax lien search certificates showing no Liens on any Borrower's Property and showing each Borrower to be in good standing in each jurisdiction as required by Section 3.4 above; (i) an initial Borrowing Base Certificate, dated and prepared as of the president Closing Date, evidencing that, after taking into account (i) all closing payments, costs, and Expenses; (ii) all of Borrowers' current obligations consistent with past customs and practices of Borrower that (without deferral thereof); and (iii) all initial Advances under the acquisition Revolving Credit, Borrower has a minimum excess borrowing availability of Pioneer Surgical Technologies pursuant to at least $5,000,000 under the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedBorrowing Base; and (lj) certification by the president of Borrower that the purchase Cash Collateral Account Agreements, along with a Lockbox Agreement, all in form and issuance of the Preferred Stock substance satisfactory to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) a. this Agreement, the Notes, the Security Documents each Note and each of the other Loan Documents, Documents all properly executed; (b) b. financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) c. certified copies of (i) resolutions of Borrower’s each Borrower and each applicable SubsidiaryGuarantor’s board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof and (ii) each Borrower’s and each applicable SubsidiaryGuarantor’s articles or certificate of incorporation and by-laws or certificate of formation and shareholders’ agreement or operating agreement, as applicable; (d) d. an incumbency certificate for each Borrower and each Guarantor identifying all Authorized Officers, with specimen signatures; (e) e. a written opinion of Borrower’s Borrowers’ independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessary; (f) f. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; g. certification by the president of each Borrower that there has not occurred any Pre-Closing Material Adverse EffectEffect in the operations and condition (financial or otherwise) of such Borrower since September 30, 2009; (g) h. payment by Borrower the Borrowers of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee Lender’s fees and Expenses expenses associated with the Loans; (h) completed Lien searches; (i) insurance i. searches and certificates and policies as required under Section 5.2; (j) 3.4; j. an initial Borrowing Notice and Borrowing Base Certificate dated the Closing Date; (k) certification by the president Date with a minimum Availability under Term Loan A of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions $500,000 after satisfaction of the Pioneer Surgical Technologies Merger Agreement has closed; and (l) certification by the president of Borrower that the purchase and issuance of the Preferred Stock NSBF’s indebtedness to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.General Electric Capital Corporation;

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, the Notes, Revolving Credit Note and the Security Documents and each of the other Loan DocumentsTerm Note, all properly executed; (b) financing statements each document and each agreement required to be executed under any provision of this Agreement or any of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Documents; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s board of directors directors, general partners, members or managing members (managers, as applicable) , authorizing the execution, delivery and performance execution of this Agreement, the Notes to be issued hereunder Revolving Credit Note, the Term Note and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) each Borrower’s Articles of Incorporation and each applicable Subsidiary’s articles By-laws, Certificate of Organization and Operating Agreement or certificate of incorporation and by-laws or certificate of formation and operating partnership agreement, as applicable; (d) an incumbency certificate for Borrower certificates identifying all Authorized OfficersOfficers of each Borrower, with specimen signatures; (e) a written opinion of Borrower’s Borrowers’ independent counsel addressed to Administrative Agent for Lender in the benefit of form attached hereto as Exhibit 4.1, which shall include without limitation, an opinion that Lender has a perfected security interest in the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryCollateral; (f) certification payment by Borrowers of all Expenses associated with the president of Borrower that there has not occurred any Pre-Credit Facility incurred to the Closing Material Adverse EffectDate and the Commitment Fee; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the LoansLockbox Agreements required pursuant to Section 2.7 hereof; (h) completed Lien searchesUniform Commercial Code, judgment, federal and state tax lien searches pursuant to Section 3.4 above; (i) insurance certificates and policies as required under Section 5.2; (j) an initial borrowing base certificate dated the Closing Date evidencing that after giving effect to the initial Advance hereunder and payment (or consideration, without deferral) of all closing costs, fees and Expenses required hereunder and all accounts payable and other current obligations as of that lime that are past their respective due dates, Borrowers have Borrowing Certificate dated Base Excess in an amount equal to at least $500,000 as of the Closing Date; (j) payoff letter and Lender shall have received releases from all Persons having a security interest or other interest in the Collateral, together with all UCC-3 terminations or partial releases necessary to terminate such Persons’ interests in the Collateral; (k) certification by the president Lender shall have received copies of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions each of the Pioneer Surgical Technologies Merger Agreement has closed; andaccreditations, licenses, certifications required by Section 5.3 below, and all Contracts requested by Lender; (l) certification by projections, forecast of financial operations and budget for calendar year 2003; (m) the president of Borrower that fully executed Subordination Agreements; (n) the purchase and issuance fully executed Pledge Agreements; (o) Borrowers’ consolidated financial statements as of the Preferred Stock to WSHP Biologics Holdings pursuant most recent month end prior to the terms Closing Date; (p) Borrower’s audited financial statements for the fiscal year ending December 31, 2000; (q) Landlord Waivers with respect to the locations of Borrowers’ chief executive office and conditions of the Preferred Stock Investment Agreement has closed.each other location where any books and records may be kept, (r) INTENTIONALLY OMITTED;

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Note all properly executedexecuted by each Borrower; (b) financing statements and each of Loan Document including, without limitation, the other documents Stock Pledge Agreements, required to be executed and/or delivered by Borrower Borrowers or by any other Person pursuant to under any provision of this AgreementAgreement or any related agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members (as applicable) of each Borrower, Staff Builders, and each member of the ATC Group authorizing the execution, delivery execution and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents to which each is a party which is required to be delivered by any Section hereof and (ii) Borrower’s and each applicable Subsidiary’s the certificate or articles or certificate of incorporation and by-laws or certificate bylaws of formation each Borrower, Staff Builders, and operating agreement, as applicableeach member of the ATC Group; (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatureseach Borrower; (e) a written opinion of good standing certificate for each Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) a written opinion of Borrowers' general counsel addressed to Lender; (g) such financial statements, reports, certifications and other operational information required to be delivered hereunder, including, without limitation, an initial borrowing base certificate calculating the Revolving Credit Borrowing Base, and consolidated and consolidating income and cash flow statements of Borrowers for the period beginning March 1, 1999, through July 31, 1999; (h) complete financial projections for Borrowers, on a monthly and consolidated basis, for the period beginning September 1, 1999, through February 29, 2000, including profit and loss statements, income cash flow statements, balance sheets, borrowing availability calculations and negotiated payment plans, with supporting documentation and assumptions, all of which are satisfactory in form and substance to Lender in all respects, attached hereto and made part hereof as Exhibit "4.1(h)"; (i) pro-forma balance sheets of Borrowers reflecting the sale of Chelsea Computer Consultants, Inc. by Staff Builders to MSXI and its effect on the profit and loss statements of Borrowers, with adjusting entries and explanations; and (j) certification by the president chief financial officer of each Borrower that there has not occurred any Pre-Closing Material Adverse Effect; material adverse change, since July 31, 1999, in the operations, condition (gfinancial or otherwise) payment by and business prospects of such Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Datea whole; (k) certification by payment of the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant Collateral Management Fee and Facility Fee; (l) all documents and agreements required with respect to the terms Collateral, including without limitation, financing statements; (m) executed Support Agreements; (n) surety agreements ("Surety Agreements"), in form and conditions substance satisfactory to Lender, executed by Staff Builders and each member of the Pioneer Surgical Technologies Merger Agreement has closedATC Group in favor of Lender; (o) trademark security agreement ("Trademark Security Agreement"), in form and substance satisfactory to Lender, executed by Borrowers in favor of Lender; and (lp) certification by evidence that Borrowers have a minimum Excess Borrowing Availability of Two Million Dollars ($2,000,000) under the president of Borrower that the purchase and issuance of the Preferred Stock Revolving Credit Borrowing Base, which shall be calculated in a manner acceptable to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedLender, in its sole discretion.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent the following: (a) this Agreement, the Notes, Revolving Credit Notes and the Security Documents and each of the other Term Loan Documents, Notes all properly executed; (b) mortgages, financing statements and each of the other documents Loan Documents to be executed and/or delivered by any Borrower or any other Person pursuant to this Agreementthe terms hereof; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Revolving Credit Notes and the Term Loan Notes to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) each Borrower’s 's Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for each Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of Borrower’s Borrowers' independent counsel addressed to Administrative Agent for the benefit of the all Lenders and Issuer and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) such financial statements, reports, certifications and other operational information as Agent may reasonably require including without limitation consolidated audited financial statements for Old Phoenix for the fiscal year ending September 30, 1995, the Projections and the Pro Forma Balance Sheet; (g) certification by the president chief financial officer of each Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Old Phoenix, NEBH or NEBC or any of the Borrowers since September 30, 1995; (gh) payment by Borrower Borrowers of all fees including, without limitation, the Revolving Credit Closing Facility Fee, due Agent and Co-Agent on the Term Loan Closing Fee Date and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2an environmental survey on each Borrower's Real Property (other than the Alpha Facility), performed by a qualified engineering firm acceptable to Agent; (j) an initial Borrowing Certificate dated the Closing DateIntercreditor Agreement properly executed by each of the parties thereto; (k) certification the Surety Agreements properly executed by each of the president Sureties; (l) the Stock Pledge Agreements properly executed by each of Borrower the parties thereto, together with stock powers endorsed in blank and accompanied by delivery to Agent of original share certificates; (m) Uniform Commercial Code, judgment, federal and state tax lien searches against each Borrower, Old Phoenix, NEBH and NEBC, at Borrowers' expense, showing that the Property of each such Person is not subject to any Liens except for Permitted Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no Liens on each such Person's Property and showing each Borrower to be in good standing in each jurisdiction in which it is qualified to do business; (n) appraisals on Borrowers' Real Property acceptable to Agent and Co-Agent; (o) an initial borrowing base certificate dated the Closing Date as required under Section 2.5(c)(iii), indicating borrowing availability sufficient to consummate the transactions contemplated under the Stock Purchase Agreement; (p) consummation of the (i) acquisition of Pioneer Surgical Technologies pursuant to the Capital Stock of NEBH and NEBC in accordance with the terms and conditions of the Pioneer Surgical Technologies Stock Purchase Agreement and (ii) the Merger Agreement has closedin accordance with the terms of the Merger Agreement; (q) a peer review letter of Borrowers' current independent certified public accountants; and (lr) certification by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedtitle insurance policies required under Section 3.2(b) hereunder.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, delivered or caused to be delivered to Administrative Agent and each Lender the following: (a) a. this Agreement, Agreement and the Revolving Credit Notes, the Security Documents and each of the other Loan Documents, all properly executed; (b) financing statements and b. each other Loan Document; c. the Guaranty Agreements; d. the Pledge Agreements; e. the Control Agreements; f. the original stock certificates of the other documents to be executed and/or delivered Bancorp Stock, duly endorsed in blank for transfer, by Borrower or any other Person pursuant to this Agreementthe Borrower; (c) g. a letter of counsel to the Borrower addressed to the Agent under Rule 144 of the Securities Act, in form and substance acceptable to counsel to the Agent; h. the registration statement dated May 24, 2006, filed with the United States Securities Exchange Commission, with respect to the Resource Capital Stock; i. certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors (or managing members (as applicablecomparable governing body) of Borrower authorizing the execution, delivery and performance execution of this Agreement, and the Notes Revolving Credit Notes, to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof Document; and (ii) Borrower’s and each applicable Subsidiary’s articles 's Articles or certificate Certificate of incorporation and by-laws or certificate of formation and operating agreement, Incorporation (as applicable) and By-laws, or other appropriate organizational documents; (d) j. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures; (e) k. a written opinion of Borrower’s 's independent counsel addressed to Administrative Agent for the benefit of the all Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) l. certification by the president chief financial officer of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since March 31, 2006; (g) m. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and any Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Loans or Letters of Credit incurred to the Closing Date; (k) certification by n. Uniform Commercial Code, judgment, federal and state tax lien searches against Borrower, at Borrower's expense, showing that the president Property of Borrower that is not subject to any Liens except for Permitted Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no Liens on Borrower's Property (other than Permitted Liens), and showing Borrower to be in good standing in its jurisdiction of organization and each other jurisdiction where the acquisition of Pioneer Surgical Technologies pursuant failure to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedbe in good standing would have a Material Adverse Effect; and (l) certification o. Such other documents requested by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAgent.

Resolutions, Opinions, and Other Documents. Borrower Each of the Borrowers shall have delivered, or caused to be delivered to Administrative the Agent the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Notes all properly executed; (b) financing statements each document and each of the other documents agreement required to be executed and/or delivered by Borrower under any provision of this Agreement or any other Person pursuant to this Agreementrelated agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members (as applicable) of the Borrower authorizing the execution, delivery and performance execution of this Agreement, the Term Notes and the Revolving Credit Notes to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) the Borrower’s Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws (or certificate of formation and operating agreement, as applicableother constituent document); (d) an incumbency certificate for the Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of the Borrower’s independent legal counsel addressed to Administrative the Agent for the benefit of all of the Lenders and opinions of such other counsel as Administrative the Agent deems reasonably necessary; (f) a certification by the president Borrower signed on its behalf by the chief financial officer of the Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of the Borrower since December 31, 2007; (g) payment by the Borrower of all fees including, without limitation, Fees owing to the Revolving Credit Closing Fee, Agent and/or the Term Loan Closing Fee Lenders and all Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Loans incurred on or prior to the Closing Date; (h) agreements, in form and substance satisfactory to the Agent in its sole discretion, subordinating all Intercompany Notes, including but not limited to intercompany or acquisition related indebtedness and other indebtedness which is not Permitted Indebtedness; (i) Uniform Commercial Code, judgment, federal and state tax lien searches against the Borrower, at the Borrower’s expense, showing that the Collateral is not subject to any Liens except for Permitted Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no Liens on the Borrower’s Property (including without limitation the Collateral) and showing the Borrower to be in good standing in each jurisdiction as required by Section 3.4 above; (j) certificates evidencing each Borrower’s compliance in all material respects with all Federal, State and local laws; (k) certification by all documents necessary to evidence and perfect the president Agent’s, on behalf of Borrower the Lenders, security interests in all of the Borrower’s intellectual property including but not limited to trademark and copyright assignments, registration with the U.S. Patent and Copyright offices and powers of attorney; (l) certified copies of or original hazard, liability, business interruption and wxxxxxx’x compensation insurance policies, with coverage on terms and in amounts acceptable to the Agent and confirming that the acquisition of Pioneer Surgical Technologies pursuant to the terms Agent has been named as co-insured and conditions loss payee, on behalf of the Pioneer Surgical Technologies Merger Agreement has closedLenders, on each such policy; and (lm) certification by evidence reasonably satisfactory to the president of Borrower that the purchase and issuance Lenders of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions merger of the Preferred Stock Investment Agreement has closed.Cataract, Inc. into RCM Technologies (USA), Inc.

Resolutions, Opinions, and Other Documents. The Borrower shall have delivered, or caused to be delivered to the Administrative Agent the following: (ai) this Agreement, the Revolving Credit Notes, and the Security Documents and each of the other Loan Documents, Swing Line Note all properly executed; (bii) financing statements and each of the other documents Loan Documents to be executed and/or delivered by the Borrower or by any other Person pursuant to this Agreementthe terms hereof; (ciii) Guarantees properly executed by each of the Guarantors; (iv) certified copies of (iA) resolutions of the Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance execution of this Agreement, the Notes Revolving Credit Notes, the Swing Line Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof Documents, and (iiB) the Borrower’s 's Articles or Certificate of Incorporation or Formation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws or certificate of formation and operating agreement, as applicableOperating Agreement; (dv) certified copies of (A) resolutions of each Guarantor's board of directors authorizing the execution of the Guarantees and (B) each Guarantor's Articles or Certificate of Incorporation and By-laws; (vi) an incumbency certificate for the Borrower identifying all Authorized Officersthe parties executing this Agreement, the Revolving Credit Notes, the Swing Line Note and the other Loan Documents with specimen signatures; (vii) an incumbency certificate for each Guarantor identifying the parties executing the Guarantees, with specimen signatures; (eviii) a written opinion of the Borrower’s independent 's and Guarantors' counsel addressed to the Administrative Agent for and the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessaryLenders; (fix) certification by the chief financial officer or vice president of finance of the Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and its subsidiaries taken as a whole, since December 31, 2000 as reflected on the applicable Financial Statements of the Borrower delivered to the Administrative Agent; (gx) payment by Borrower of all fees including, without limitation, set forth in the Revolving Credit Fee Letter due on the Closing Fee, the Term Loan Closing Fee Date and Expenses associated with the LoansRevolving Credit; (hxi) completed Lien searchesUniform Commercial Code, judgment, federal and state tax lien searches against the Borrower and each of the Guarantors at the Borrower's sole cost and expense, showing that the Property of the Borrower and each Guarantor is not subject to any Liens except for Permitted Liens, and certificates of good standing showing the Borrower and each of the Guarantors to be in good standing in each jurisdiction in which it is qualified to do business; (ixii) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower evidence that the acquisition of Pioneer Surgical Technologies pursuant Existing Loan Agreement is terminated and all Indebtedness thereunder shall have been repaid in full, all collateral (if any) pledged to secure such Indebtedness shall be released and executed termination statements to Uniform Commercial Code financing statements shall either have been filed or be provided to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedAdministrative Agent; and (lxiii) certification by copies of all other documents, instruments, agreements, opinions and certificates as the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAdministrative Agent may reasonably request.

Resolutions, Opinions, and Other Documents. Borrower Each of the Borrowers shall have delivered, or caused to be delivered to Administrative the Agent the following: (a) this Agreement, the Notes, Term Notes and the Security Documents and each of the other Loan Documents, Revolving Credit Notes all properly executed; (b) financing statements each document and each of the other documents agreement required to be executed and/or delivered by Borrower under any provision of this Agreement or any other Person pursuant to this Agreementrelated agreement; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members (as applicable) of the Borrower authorizing the execution, delivery and performance execution of this Agreement, the Term Notes and the Revolving Credit Notes to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) the Borrower’s 's Articles or Certificate of Incorporation and each applicable Subsidiary’s articles or certificate of incorporation and byBy-laws (or certificate of formation and operating agreement, as applicableother constituent document); (d) an incumbency certificate for the Borrower identifying all Authorized Officers, with specimen signatures; (e) a written opinion of the Borrower’s 's independent legal counsel addressed to Administrative the Agent for the benefit of all of the Lenders and opinions of such other counsel as Administrative the Agent deems reasonably necessary; (f) a certification by the president Borrower signed on its behalf by the chief financial officer of the Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of the Borrower since December 31, 2001; (g) payment by the Borrower of all fees including, without limitation, Fees owing to the Revolving Credit Closing Fee, Agent and/or the Term Loan Closing Fee Lenders and all Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Loans incurred on or prior to the Closing Date; (h) agreements, in form and substance satisfactory to the Agent in its sole discretion, subordinating all Intercompany Notes, including but not limited to intercompany or acquisition related indebtedness and other indebtedness which is not Permitted Indebtedness; (i) Uniform Commercial Code, judgment, federal and state tax lien searches against the Borrower, at the Borrower's expense, showing that the Collateral is not subject to any Liens except for Permitted Liens, together with Good Standing and Corporate Tax Lien Search Certificates showing no Liens on the Borrower's Property (including without limitation the Collateral) and showing the Borrower to be in good standing in each jurisdiction as required by Section 3.4 above; (j) certificates evidencing each Borrower's compliance in all material respects with all Federal, State and local laws; (k) certification by all documents necessary to evidence and perfect the president Agent's, on behalf of Borrower the Lenders, security interests in all of the Borrower's intellectual property including but not limited to trademark and copyright assignments, registration with the U.S. Patent and Copyright offices and powers of attorney; (l) certified copies of or original hazard, liability, business interruption and workman's compensation insurance policies, with coverage ox xxxxx xnd in amounts acceptable to the Agent and confirming that the acquisition of Pioneer Surgical Technologies pursuant to the terms Agent has been named as co-insured and conditions loss payee, on behalf of the Pioneer Surgical Technologies Merger Agreement has closedLenders, on each such policy; and (lm) certification by a Compliance Certificate evidencing the president of Borrower that the purchase and issuance Borrower's compliance with all of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions financial covenants set forth in this Agreement as of the Preferred Stock Investment Agreement has closed.March 31, 2002;

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, delivered or caused to be delivered to Administrative Agent the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Notes all properly executed; (b) financing statements and each of the other documents to be executed and/or delivered by Borrower or any other Person pursuant to this AgreementLoan Document; (c) certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s the board of directors or managing members managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each of the other Loan Documents Document required to be delivered executed by any Section hereof and (ii) Borrower’s 's and each applicable Subsidiary’s articles Subsidiary Guarantor's Articles or certificate Certificate of incorporation Incorporation or Certificate of Organization (as applicable) and byBy-laws or certificate of formation and operating agreement, Operating Agreement (as applicable); (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signatures; (e) a written opinion of Borrower’s 's and each Subsidiary Guarantor's independent counsel addressed to Administrative Agent for the benefit of the all Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessarynecessary including opinions as to the restrictions on the Excluded Subsidiaries; (f) certification by the president any Authorized Officer of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since September 30, 2006; (g) payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee owing to Agent and/or Lenders and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies as required under Section 5.2; (j) an initial Borrowing Certificate dated Loans or Letters of Credit incurred to the Closing Date; (h) Searches and certificates required by Section 3.4 above; (i) Deposit Account Control Agreements, if necessary, all in form and substance satisfactory to Agent; (j) Control Agreements; (k) certification by the president Copies of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closedall Management Agreements; (l) Equity Interests in Sponsored CDO Offerings; and (lm) certification Such other documents requested by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closedAgent.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered, or caused to be delivered to Administrative Agent Lender the following: (a) this Agreement, Agreement and the Notes, the Security Documents and each of the other Loan Documents, Revolving Credit Note all properly executedexecuted by each Borrower; (b) financing statements and each of the other documents Loan Document required to be executed and/or delivered by Borrower Borrowers or by any other Person pursuant to under any provision of this AgreementAgreement or any related agreement; (c) certified copies of (i) resolutions of each Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery execution and performance of this Agreement, the Notes Revolving Credit Note to be issued hereunder and each of the other Loan Documents document required to be delivered by any Section hereof and (ii) each Borrower’s and each applicable Subsidiary’s articles or certificate 's Certificate of incorporation Incorporation and by-laws or certificate of formation and operating agreement, as applicablelaws; (d) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatureseach Borrower; (e) a written opinion of good standing certificate for each Borrower’s independent counsel addressed to Administrative Agent for the benefit of the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (f) a written opinion of Borrowers' independent counsel addressed to Lender; (g) such financial statements, reports, certifications and other operational information required to be delivered hereunder, including without limitation an initial borrowing base certificate calculating the Revolving Credit Borrowing Base; (h) updated projections, on a monthly and consolidated basis, for the first twelve (12) months after Closing, including profit and loss statements, cash flow statements and balance sheets. (i) certification by the president chief financial officer of Borrower Staff Builders on behalf of Borrowers that there has not occurred any Pre-Closing Material Adverse Effect; material adverse change, since November 30, 1991, in the operations, condition (gfinancial or otherwise) payment by Borrower and business prospects of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with the Loans; (h) completed Lien searches; (i) insurance certificates and policies Staff Builders or of Borrowers as required under Section 5.2a whole; (j) an initial Borrowing Certificate dated payment of the Closing DateFacility Fee and Collateral Management Fee; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant all documents and agreements required with respect to the terms and conditions of the Pioneer Surgical Technologies Merger Agreement has closed; andCollateral, including without limitation, financing state- ments; (l) certification evidence that all of Borrowers' obligations on its existing line of credit with Citicorp have been satisfied and all liens related thereto have been terminated; (m) executed Support Agreements; (n) evidence that after all Closing payments, costs, and expenditures, and other then current expenditures (including without limitation, unfunded but accrued gross payroll), all initial advances under the Revolving Credit, Borrowers have a minimum borrowing availability of Four Million ($4,000,000.00) Dollars under the Revolving Credit Borrowing Base which shall be confirmed by the president of Borrower that the purchase and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.Lender's Pre-Closing field examination;

Resolutions, Opinions, and Other Documents. Borrower shall have delivered, or caused to be delivered to Administrative Agent Lender, the following: (a) a. this Agreement, the NotesNote, the Leasehold Mortgage, the Non-Disturbance Agreement, the Surety Agreement, the Security Documents Agreement, the Berman Guaranty, and each of the other Loan Documents, Documents all properly executedexxxxxxd; (b) financing statements and each of the b. all other documents to be executed and/or delivered by Borrower or any other Person pursuant to this Agreement; (c) c. certified copies of (i) resolutions of Borrower’s and each applicable Subsidiary’s 's board of directors or managing members (as applicable) authorizing the execution, delivery and performance of this Agreement, the Notes Note to be issued hereunder and each of the other Loan Documents required to be delivered by any Section hereof to the extent such entity is a party thereto and (ii) Borrower’s and each applicable Subsidiary’s 's articles or certificate of incorporation and by-laws or laws; d. certified copies of (i) resolutions of Surety's board of directors authorizing the execution, delivery and performance of the Surety Agreement; e. certified copies of (i) the unanimous written consents of Catskill's members authorizing the execution, delivery and performance of the Security Agreement, Lease and Amendment No. 1 to Management Agreement between Catskill and Borrower and (ii) Catskill's certificate of formation organization and operating agreement, as applicable; (d) f. an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures, an incumbency certificate for Surety identifying all individuals authorized to execute the Surety Agreement with specimen signatures, an incumbency certificate for Catskill identifying all individuals authorized to execute the Security Agreement, Lease and Amendment No. 1 to Management Agreement; (e) g. a written opinion of Borrower’s 's, Surety's and Catskill's independent counsel addressed to Administrative Agent for the benefit of the Lenders Lender and opinions of such other counsel as Administrative Agent Lender deems reasonably necessarynecessary (including without limitation an opinion on the assignability and attachment and perfection of a security interest in Borrower's harness and gaming license(s)); (f) h. such financial statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in all respects to Lender; i. certification by the president of Borrower that there has not occurred any Pre-Closing Material Adverse Effectmaterial adverse change in the operations and condition (financial or otherwise) of Borrower since June 30, 2003; (g) j. payment by Borrower of all fees including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Origination Fee and Expenses associated with the LoansLoan; (h) completed Lien searches; (i) insurance k. searches and certificates and policies as required under Section 5.23.4; (j) 1. an initial Borrowing Certificate dated the Closing Date; (k) certification by the president of Borrower that the acquisition of Pioneer Surgical Technologies pursuant to the terms and conditions environmental survey, at Borrower's expense, of the Pioneer Surgical Technologies Merger Agreement has closed; and (l) certification Real Property performed by the president of Borrower that the purchase an engineering firm acceptable and issuance of the Preferred Stock to WSHP Biologics Holdings pursuant to the terms and conditions of the Preferred Stock Investment Agreement has closed.approved by Lender;