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 Agent the following: (a) this Agreement, the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicable; (b) certified copies of (i) resolutions of the board of directors or 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 other Loan Document required to be executed by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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; (c) 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; (d) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2008; (f) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with 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) A certified copy of the 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 under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agent.

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 each of the Amended and Restated Revolving Credit Note and the Affirmation of Security other Loan Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) 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 the Borrower’s and each applicable Subsidiary’s board of directors or managers managing members (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 Document Documents required to be executed delivered by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantorapplicable Subsidiary’s Articles articles or Certificate certificate of Incorporation or Certificate of Organization (as applicable) incorporation and Byby-laws or Operating Agreement (certificate of formation and 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; (cd) 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; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Administrative Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLenders; (ef) certification by the chief financial officer president of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2008Material Adverse Effect; (fg) payment by Borrower of all fees owing to Agent and/or Lenders including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with Loans or Letters of Credit incurred to the Closing Date; (g) Searches and certificates required by Section 3.4 aboveLoans; (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 Agreementcompleted Lien searches; (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 Agreementinsurance certificates and policies as required under Section 5.2; (j) Sponsored CDO Equity Interestscertification by the president of Borrower that the sale of Borrower’s CTS Business for a minimum sales price of $54,000,000 has closed on terms previously represented to Lenders; (k) A certified copy Borrower shall have (i) prepaid the Term Loan by not less than $22,000,000 using a portion of the Merger Agreement sales proceeds received from the sale of Borrower’s CTS business, and all Merger Documents(ii) deposited not less than $12,000,000 into the CTS Tax Escrow Account; (l) Certified copies Borrower shall have provided Lenders a calculation of tax liability relating to the 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 indentures governing the Convertible Notes difference between $12,000,000 and Trust Preferred Notes;Borrower’s actual tax liability as calculated by Borrower’s accountants; and (m) Borrower shall have repaid all existing Indebtedness of Borrower under provided Lenders an updated financial forecast (that gives effect to the Existing Loan transactions contemplated by this Agreement; and (n) Such other documents reasonably requested by AgentQuarter for 2017.

Resolutions, Opinions, and Other Documents. Borrower Each Loan Party shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit Term Loan Note and each of the Affirmation of Security Documentsother Loan Documents to be executed and/or delivered by each Borrower or any other Person pursuant to this Agreement, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) 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 the each Loan Party’s board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor directors, authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Term Loan Note to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and (ii) Borrowereach Loan Party’s and each Subsidiary Guarantor’s Articles or Certificate Organizational Documents (certified by the applicable secretary of Incorporation or Certificate of Organization (state), as applicable) and By-laws or 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; (c) e. an incumbency certificate for Borrower each Loan Party 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; (d) f. a written opinion of Borrower’s and each Subsidiary GuarantorLoan Party’s independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer of Borrower Borrowers that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower the Borrowers, taken as a whole, since December 31, 20082011; i. certification by an Authorized Officer of Parent that there has not occurred any material adverse change in the operations and condition (ffinancial or otherwise) of Parent since September 30, 2011; j. payment by Borrower Borrowers of all fees owing to Agent and/or Lenders including, without limitation, the Closing Fee, and all Expenses associated with Loans or Letters of Credit incurred the Term Loan required to the Closing Datebe paid hereunder; (g) Searches k. searches and certificates required by under Section 3.4 above3.4; l. insurance certificates and policies as required under Section 6.2; m. copies of the (hi) Deposit Account Control Agreements, if necessaryMerger Agreement and (ii) Management Agreement, all certified as true and correct by an Authorized Officer of Borrowing Agent; n. evidence that the Acquisition has been consummated 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 accordance with the Existing Loan terms of the Merger Agreement; (i) Copies o. all required due diligence reports relating to the Acquisition, including but not limited to a review of all Management Agreements or written certifications that there the historical and interim financial statements, which Lender shall have been no amendments, modifications or other changes reviewed to any such document since such documents were delivered in conjunction with the Existing Loan Agreementits reasonable satisfaction; (j) Sponsored CDO Equity Interests; (k) A certified copy of the Merger Agreement and all Merger Documents; (l) Certified p. copies of the indentures governing the Convertible Notes and Trust Preferred NotesEmployment Agreements, which Lender shall have reviewed to its reasonable satisfaction; (m) Borrower q. copies of Borrowers’ material contracts with their Affiliates, which Lender shall have repaid reviewed to its satisfaction; r. the Management Fee Subordination Agreement, duly executed by all existing Indebtedness of Borrower under the Existing Loan Agreement; andparties thereto; (n) Such s. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, the Amended and Restated Revolving Credit Note Note, and the Affirmation of Security DocumentsPerfection Certificate, all each properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) any other Loan Document and each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the each Borrower’s board of directors director(s), or managers (manager(s), as applicable) of Borrower and each Subsidiary Guarantor applicable authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Note, the other Loan Documents and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 AgreementOrganizational Documents; (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBorrower, with specimen signatures; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers’ independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower Lender which shall include, without limitation, an opinion that there Lender has not occurred any material adverse change a perfected security interest in the operations and condition (financial or otherwise) of Borrower since December 31, 2008Collateral; (f) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of the Credit Facility incurred to the Closing DateDate and the Commitment Fee; (g) Searches and certificates required by Section 3.4 abovethe Business Associate Agreement properly executed; (h) Deposit Account Control Agreements, if necessary, all in form and substance satisfactory the Depository Agreements required pursuant 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 AgreementSection 2.07 hereof; (i) Copies of all Management Agreements or written certifications Uniform Commercial Code, judgment, federal and state tax lien searches pursuant to Section 3.05 hereof, which searches shall verify that there Lender will have been no amendmentsa first priority security interest in the Collateral, modifications or other changes subject to any such document since such documents were delivered in conjunction with the Existing Loan AgreementPermitted Liens; (j) Sponsored CDO Equity Interestsan initial borrowing base certificate dated the Closing Date evidencing Borrower’s availability under the Borrowing Base; (k) A certified copy of to the Merger Agreement extent applicable, payoff letters and releases from all Merger DocumentsPersons 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; (l) Certified copies of the indentures governing the Convertible Notes certification by Borrowers that all past due payroll and Trust Preferred Notesunemployment taxes have been paid in full and that Borrowers remain current on such taxes; (m) Borrower shall have repaid copies of each of the accreditations, licenses, permits and certifications related to the representations in Section 5.03 hereof, and all existing Indebtedness 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 under Borrowers; (q) Landlord Waivers with respect to the Existing Loan Agreementlocation of Borrowers’ chief executive office and each other location where any books and records of Borrowers may be kept; and (nr) Such 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 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 Comerica Loan Documents and Safeguard Loan Documents; and (v) all other documents reasonably documents, information and reports required or requested to be executed and/or delivered by AgentBorrowers under any provision of this Agreement or any of the Loan Documents.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit Note and each of the Affirmation of Security Documents, other Loan Documents all properly executed; b. each of the other documents to be executed and/or delivered by Borrower and Subsidiary Guarantors, as applicableor any other Person pursuant to this Agreement; (b) c. certified copies of (i) resolutions of the Borrower’s board of directors or managers managing members (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 Document Documents required to be executed delivered by any Section hereof and (ii) Borrower’s articles or certificate of incorporation and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and Byby-laws or 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 Agreementlaws; (c) 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; (d) 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 and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; g. such financial statements (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change including all Disclosure Documents), reports, certifications and other operational information as Lender may reasonably require, satisfactory in the operations and condition (financial or otherwise) of Borrower since December 31, 2008all respects to Lender; (f) h. payment by Borrower of all fees owing to Agent and/or Lenders including, without limitation, Revolving Credit Closing Fee, and Expenses associated with Loans or Letters of Credit incurred to the Closing DateLoans; (g) Searches i. Insurance certificates and certificates policies as required by under 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) A certified copy of the 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 under the Existing Loan Agreement6.5; and (n) Such j. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered delivered, or caused to be delivered to Administrative Agent the following: (a) this Agreement, the Amended Notes, the Security Documents and Restated Revolving Credit Note and each of the Affirmation of Security other Loan Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (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 the Borrower’s and each applicable Subsidiary’s board of directors or managers managing members (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 Document Documents required to be executed delivered by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantorapplicable Subsidiary’s Articles articles or Certificate certificate of Incorporation or Certificate of Organization (as applicable) incorporation and Byby-laws or Operating Agreement (certificate of formation and 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; (cd) 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; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Administrative Agent for the benefit of all the Lenders and opinions of such other counsel as Administrative Agent deems reasonably necessary; (ef) certification by the chief financial officer president of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2008Pre-Closing Material Adverse Effect; (fg) payment by Borrower of all fees owing to Agent and/or Lenders including, without limitation, the Revolving Credit Closing Fee, the Term Loan Closing Fee and Expenses associated with Loans or Letters of Credit incurred to 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; (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) A certified copy 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 and all Merger Documents;has closed; and (l) Certified copies certification by the president of Borrower that the purchase and issuance of the indentures governing Preferred Stock to WSHP Biologics Holdings pursuant to the Convertible Notes terms and Trust conditions of the Preferred Notes; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement; and (n) Such other documents reasonably requested by AgentStock Investment Agreement has closed.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered or caused to be ------------------------------------------ delivered to Agent the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, Notes all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each Loan Document; (c) certified copies of (i) resolutions of the board of directors or managers (as applicable) of each Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, and the Amended and Restated Notes Revolving Credit Note(s) to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementlaws; (cd) an incumbency certificate for each 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; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers' independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (ef) certification by the chief financial officer of each Borrower that there has not occurred any 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, 2008;1995. (fg) payment by Borrower Borrowers of all fees including, without limitation, fees owing to Agent and/or Lenders Agent, and Expenses associated with Loans or Letters of the Revolving Credit incurred to the Closing Date; (gh) Searches Uniform Commercial Code, judgment, federal and certificates state tax lien searches against each Borrower (the "Searches"), at Borrowers' expense, showing that the Property of Borrowers (including Property acquired from the Acquired Operating Companies) and Borrower's Subsidiaries 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 or any of any Borrower's Subsidiaries' Property and showing each Borrower to be in good standing in each jurisdiction as 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 Assignment 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;bank accounts; and (j) Sponsored CDO Equity Interests; (k) A certified a true and correct copy of all material documents, instruments and agreements relating to the Merger Agreement and all Merger Documents; (l) Certified copies acquisition of the indentures governing the Convertible Notes and Trust Preferred Notes; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement; and (n) Such other documents reasonably requested by AgentAcquired Operating Companies.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended Notes and Restated Revolving Credit Note and each of the Affirmation of Security Documents, other Loan Documents all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) b. financing statements and each of the other documents to be executed and/or delivered by Borrower;` c. certified copies of (i) resolutions of the Borrower’s board of directors or 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 Document Documents required to be executed delivered by any Section hereof and (ii) Borrower’s articles or certificate of incorporation and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and Byby-laws or 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 Agreementlaws; (c) 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; (d) e. a written opinion collateral audit of Borrower’s assets, liabilities, books and each Subsidiary Guarantor’s independent counsel addressed records, satisfactory in all respects to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLender; (e) certification by the chief f. such financial officer of Borrower that there has not occurred any material adverse change statements, reports, certifications and other operational information as Lender may reasonably require, satisfactory in the operations and condition (financial or otherwise) of Borrower since December 31, 2008all respects to Lender; (f) g. payment by Borrower of all fees owing to Agent and/or Lenders including, without limitation, the Commitment Fee, and all Expenses associated with Loans or Letters of the Revolving Credit incurred to Facility, the Closing DateTerm Loan Facility and the Guidance Line Facility; (g) Searches h. searches and certificates required by under Section 3.4 above3.4; (h) Deposit Account Control Agreements, if necessary, i. insurance certificates and policies as required under Section 6.2; j. all in form and substance satisfactory to Agent or written certifications that there required field exams shall have been no additional Deposit Accounts created and/or no amendments, modifications or other changes completed to any such document since such documents were delivered in conjunction with the Existing Loan AgreementLender’s satisfaction; (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 Agreementk. Borrower’s Information Certificate; (j) Sponsored CDO Equity Interestsl. the waivers of landlord’s or warehouse’s liens required under Section 3.5; (k) A certified copy of the 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 under the Existing Loan Agreement; and (n) Such m. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower Each of the Borrowers shall have delivered or caused to be delivered to the Agent the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, Notes all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each document and agreement required to be executed under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the board of directors or managers (as applicable) of the Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended Term Notes and Restated the Revolving Credit Notes to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) the Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementconstituent document); (cd) an incumbency certificate for the 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; (de) a written opinion of the Borrower’s and each Subsidiary Guarantor’s independent legal counsel addressed to the Agent for the benefit of all of the Lenders and opinions of such other counsel as the Agent deems necessary; (ef) a certification by the Borrower signed on its behalf by the chief financial officer of the Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of the Borrower since December 31, 20082007; (fg) payment by the Borrower of all fees Fees owing to the Agent and/or the Lenders and all Expenses associated with the Loans incurred on or Letters of Credit incurred prior to the Closing Date; (gh) Searches agreements, in form and certificates 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; (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 Interestscertificates evidencing each Borrower’s compliance in all material respects with all Federal, State and local laws; (k) A certified copy all documents necessary to evidence and perfect the Agent’s, on behalf of the Merger Agreement Lenders, security interests in all of the Borrower’s intellectual property including but not limited to trademark and all Merger Documentscopyright assignments, registration with the U.S. Patent and Copyright offices and powers of attorney; (l) Certified 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 indentures governing Agent and confirming that the Convertible Notes Agent has been named as co-insured and Trust Preferred Notes;loss payee, on behalf of the Lenders, on each such policy; and (m) Borrower shall have repaid all existing Indebtedness evidence reasonably satisfactory to the Lenders of Borrower under the Existing Loan Agreement; and merger of Cataract, Inc. into RCM Technologies (n) Such other documents reasonably requested by Agent.USA), Inc.

Resolutions, Opinions, and Other Documents. Each Borrower shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit Note and each of the Affirmation of Security Documents, other Loan Documents all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) b. certified copies of (i) resolutions of the each Borrower’s and each Guarantor’s board of directors directors’ or managers managing members (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Note (in the case of any Borrower) to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and hereof, (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or Certificate Organizational Documents (certified by the applicable secretary of Incorporation or Certificate of Organization (as applicablestate) and By-laws (iii) the good standing (or Operating Agreement equivalent status) of such Borrower or Guarantor in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s or Guarantor’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (as applicableor the equivalent thereof issued by any applicable jurisdiction) or written certifications that there have been no amendmentsdated not more than thirty (30) days prior to the Closing Date, modifications issued by the Secretary of State or other changes to any appropriate official of each such organizational document since such documents were delivered in conjunction with the Existing Loan Agreementjurisdiction; (c) c. an incumbency certificate for each Borrower and each Guarantor 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; (d) d. a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers’ independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer an Authorized Officer of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of any Borrower since December 31, 20082018; (f) g. payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit incurred to the Closing DateLoans; (g) Searches h. searches and certificates required by under Section 3.4 above3.4; (h) Deposit Account Control Agreements, if necessary, all i. the waivers required under Section 3.5; j. control agreements with the applicable financial institutions in form and substance satisfactory to Agent or written certifications that there have been no additional Lender with respect to all 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 AgreementAccounts; (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 Agreementk. insurance certificates and policies as required under Section 6.2; (j) Sponsored CDO Equity Interestsl. 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; (k) A certified copy m. an initial Borrowing Certificate dated the Closing Dateand showing Undrawn Availability of the 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 under the Existing Loan Agreementno less than $1,600,000; and (n) Such n. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered or caused to be delivered to Agent the following: (a) this Agreement, the Amended and Restated Revolving Credit Note Term Loan Notes and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicable; (b) certified copies of (i) resolutions of the board of directors or 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 other Loan Document required to be executed by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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; (c) 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; (d) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 20082009; (f) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit incurred to the Closing Date; (g) Searches and certificates required by Section 3.4 above; (h) Deposit Account Control Agreementscontrol 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) A certified copy of the Merger Master Agreement and all Merger Documentsother Transaction Documents and a certification that the 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) Certified copies of the indentures governing the Convertible Notes and Trust Preferred Notes; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement, including payment of the sum of $450,000 required under the terms of the Fee Letter (as defined in the Existing Loan Agreement); and (nm) Such other documents reasonably requested by Agent.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit Note and each of the Affirmation of Security Documents, other Loan Documents all properly executed; b. financing statements and each of the other documents to be executed and/or delivered by Borrower and Subsidiary Guarantors, as applicableor any other Person pursuant to this Agreement; (b) c. certified copies of (i) resolutions of the Borrower’s and each Guarantor’s board of directors directors’ or managers managing members (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Note to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantor’s Articles articles or Certificate certificate of Incorporation or Certificate of Organization (as applicable) incorporation and Byby-laws or Operating Agreement (certificate of formation and shareholders’ agreement or 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; (c) d. an incumbency certificate for Borrower and each Guarantor 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; (d) e. a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer president of Borrower that there has not occurred any material adverse change Material Adverse Effect in the operations and condition (financial or otherwise) of Borrower since December 31June 30, 20082007; (f) h. payment by Borrower of all fees owing to Agent and/or Lenders including, without limitation, the Lender’s fees and Expenses expenses associated with Loans or Letters of Credit incurred to the Loans; i. searches and certificates required under Section 3.4; j. an initial Borrowing Notice dated the Closing Date; (g) Searches and certificates required by Section 3.4 above; (h) Deposit Account Control Agreements, if necessary, k. a pledge agreement from the Guarantor pledging 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) A certified copy of the 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 capital stock of Borrower under the Existing Loan Agreementas collateral; and (n) Such l. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, BORROWERS shall have delivered or caused to be delivered to Agent LENDER the following: (a) this a duly and fully executed Agreement, the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableTerm Note; (b) each instrument, document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the each BORROWER'S board of directors or managers (partners, as applicable) of Borrower and each Subsidiary Guarantor , authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Credit Note, the Term Note and each other Loan Document document required to be executed delivered by any Section hereof this Agreement and (ii) Borrower’s and each Subsidiary Guarantor’s BORROWER'S Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or Operating Agreement (Certificate of Limited Partnership and Partnership 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 have not been amended since being delivered in conjunction with under the Existing Loan Credit Agreement; (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBORROWER, with specimen signatures; (d) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2008; (f) payment by Borrower BORROWERS of the Commitment Fee, the Term Loan Commitment Fee and all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit the Total Facility and the Term Loan incurred to the Closing Date; (gf) Searches and certificates LENDER shall have received copies of each of the accreditations, licenses, certifications required by Section 3.4 above5.3 below and all Contracts requested by LENDER; (g) a balance sheet as of March 31, 2002 and related statement of income and statement of cash flows for the month and fiscal year then ended, prepared in accordance with GAAP; and (h) Deposit Account Control Agreementsall other instruments, if necessarycertificates, all in form documents, information and substance satisfactory reports required or requested to Agent be executed and/or delivered by BORROWERS under any provision of this Agreement 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) A certified copy of the Merger Agreement and all Merger Loan 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 under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agent.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security DocumentsNote, all each properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the each Borrower’s board of directors directors, or managers (manager, as applicable) of Borrower and each Subsidiary Guarantor applicable authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Credit Note, and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation and By laws or Certificate certificate of Organization organization and operating agreement (as applicable) and By-laws or 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); (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBorrower, with specimen signatures; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers’ independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change Lender in the operations and condition (financial or otherwise) of Borrower since December 31form attached hereto as Exhibit 4.1, 2008which shall include without limitation, an opinion that Lender has a perfected security interest in the Collateral; (f) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of the Credit Facility incurred to the Closing DateDate and the Commitment Fee; (g) Searches the Business Associate Agreement properly executed; (h) the Lockbox Agreements required pursuant to Section 2.7 hereof; (i) Uniform Commercial Code, judgment, federal and certificates required by state tax lien searches pursuant to Section 3.4 above; (hj) Deposit Account Control Agreementsto the extent applicable, if necessary, payoff letter and Lender shall have received releases from 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 Persons having a security interest or other changes interest in the Collateral, together with all UCC-3 terminations or partial releases necessary to any terminate such document since such documents were delivered Persons’ interests 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 InterestsCollateral; (k) A certified copy of the Merger Agreement certification by Borrowers that all past due payroll and all Merger Documentsunemployment taxes have been paid in full and that Borrowers remain current on such taxes; (l) Certified copies of each of the indentures governing the Convertible Notes accreditations, licenses, certifications required by Section 5.3 below, and Trust Preferred Notesall Contracts requested by Lender; (m) Borrower shall have repaid all existing Indebtedness 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 under Borrowers; (p) Landlord Waivers with respect to the Existing Loan Agreementlocation of Borrowers’ chief executive office and each other location where any books and records of Borrowers may be kept; and (nq) Such all other documents documents, information and reports reasonably required or requested to be executed and/or delivered by AgentBorrowers under any provision of this Agreement or any of the Loan Documents.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableeach Borrower; (b) each Loan Document including, without limitation, the Stock Pledge Agreements, required to be executed by Borrowers or by any other Person under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the board of directors or managers (as applicable) of Borrower each Borrower, Staff Builders, and each Subsidiary Guarantor member of the ATC Group authorizing the execution, delivery execution and performance of this Agreement, each of the Amended and Restated Notes Loan Documents to be issued hereunder and which each other Loan Document is a party which is required to be executed delivered by any Section hereof and (ii) the certificate or articles of incorporation and bylaws of each Borrower’s , Staff Builders, and each Subsidiary Guarantor’s Articles or Certificate member of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 AgreementATC Group; (cd) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency each Borrower; (e) a good standing certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signaturesBorrower; (df) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent Borrowers' general counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLender; (eg) 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 chief financial officer of each Borrower that there has not occurred any material adverse change change, since July 31, 1999, in the operations and operations, condition (financial or otherwise) and business prospects of such Borrower since December 31, 2008as a whole; (fk) payment by Borrower of all fees owing to Agent and/or Lenders the Collateral Management Fee and Expenses associated with Loans or Letters of Credit incurred to the Closing DateFacility Fee; (gl) Searches all documents and certificates agreements required by Section 3.4 abovewith respect to the Collateral, including without limitation, financing statements; (hm) Deposit Account Control executed Support Agreements; (n) surety agreements ("Surety 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 amendmentsLender, modifications or other changes to any such document since such documents were delivered executed by Staff Builders and each member of the ATC Group in conjunction with the Existing Loan Agreementfavor of Lender; (io) Copies trademark security agreement ("Trademark Security Agreement"), in form and substance satisfactory to Lender, executed by Borrowers in favor 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 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 under the Existing Loan AgreementLender; and (np) Such other documents reasonably requested by Agentevidence that Borrowers have a minimum Excess Borrowing Availability of Two Million Dollars ($2,000,000) under the Revolving Credit Borrowing Base, which shall be calculated in a manner acceptable to Lender, in its sole discretion.

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 Amended and Restated Revolving Credit Note Notes, and the Affirmation Restated Swing Line Note all properly executed; (ii) each of Security Documents, all the other Loan Documents to be executed by the Borrower or by any other Person pursuant to the terms hereof; (iii) Guarantees properly executed by Borrower and Subsidiary each of the Guarantors, as applicable; (biv) certified copies of (iA) resolutions of the Borrower's board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes Revolving Credit Notes, the Restated Swing Line Note to be issued hereunder and each of the other Loan Document required to be executed by any Section hereof Documents, and (iiB) the Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation and By-laws; (v) 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 Organization (as applicable) Incorporation and By-laws or 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 Agreementlaws; (cvi) 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 and signatures; (vii) an incumbency certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Documentthe parties executing the Guarantees, with specimen signatures; (dviii) a written opinion of the Borrower’s 's and each Subsidiary Guarantor’s independent Guarantors' counsel addressed to the Administrative Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLenders; (eix) certification by the chief financial officer or vice president of finance of the Borrower that there has not occurred any material adverse change in the operations business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and condition (financial or otherwise) of Borrower its Subsidiaries taken as a whole, since December 31, 20081996 as reflected on the applicable Financial Statements of such entities delivered to the Agents; (fx) payment by Borrower of all fees owing to Agent and/or Lenders due on the Closing Date and Expenses associated with Loans or Letters of Credit incurred to the Closing DateRevolving Credit; (gxi) Searches Uniform 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, 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 required by Section 3.4 above; (h) Deposit Account Control Agreements, if necessary, all in form of good standing showing the Borrower 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) A certified copy each of the Merger Agreement and all Merger Documents; Guarantors to be in good standing in each jurisdiction in which it is qualified to do business (l) Certified copies in the case of the indentures governing the Convertible Notes and Trust Preferred Notes; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan AgreementXxxx, Tennessee only); and (nxii) Such copies of all other documents documents, instruments, agreements, opinions and certificates as the Administrative Agent may reasonably requested by Agentrequest.

Resolutions, Opinions, and Other Documents. Borrower Each Loan Party shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit Term Loan Note and each of the Affirmation of Security Documentsother Loan Documents to be executed and/or delivered by each Borrower or any other Person pursuant to this Agreement, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) 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 the board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor Loan Party’s governing body, authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Term Loan Note to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and (ii) Borrowereach Loan Party’s and each Subsidiary Guarantor’s Articles or Certificate Organizational Documents (certified by the applicable secretary of Incorporation or Certificate of Organization (state), as applicable) and By-laws or 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; (c) e. an incumbency certificate for Borrower each Loan Party 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; (d) f. a written opinion of Borrower’s and each Subsidiary GuarantorLoan Party’s independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer of Borrower Borrowers that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower the Borrowers, taken as a whole, since December 31, 20082013; i. certification by an Authorized Officer of Parent that there has not occurred any material adverse change in the operations and condition (ffinancial 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 owing to Agent and/or Lenders including, without limitation, the Closing Fee, and all Expenses associated with Loans or Letters of Credit incurred the Term Loan required to the Closing Datebe paid hereunder; (g) Searches k. searches and certificates required by under Section 3.4 above3.4; (h) Deposit Account Control Agreements, if necessary, all in form l. insurance certificates 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 Agreementpolicies as required under Section 6.2; m. copies of the (i) Copies Purchase Agreement and (ii) Management Agreement, all certified as true and correct by an Authorized Officer of all Management Agreements or written certifications Borrowing Agent; n. evidence that there have the Acquisition has been no amendments, modifications or other changes to any such document since such documents were delivered consummated in conjunction accordance with the Existing Loan Agreementterms of the Purchase Agreement and any applicable Requirement of Law; (j) Sponsored CDO Equity Interestso. all required due diligence reports relating to the Acquisition, including but not limited to a review of the historical and interim financial statements, which Lender shall have reviewed to its reasonable satisfaction; (k) A certified copy of the Merger Agreement and all Merger Documents; (l) Certified p. copies of the indentures governing the Convertible Notes and Trust Preferred NotesEmployment Agreements, which Lender shall have reviewed to its reasonable satisfaction; (m) Borrower q. copies of Borrowers’ material contracts with their Affiliates and customers, which Lender shall have repaid reviewed to its satisfaction; r. the Management Fee Subordination Agreement, duly executed by all existing Indebtedness of Borrower under the Existing Loan Agreementparties thereto; and (n) Such s. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Prior to the Closing, Borrower shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreementeach of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Amended Closing Checklist attached hereto as Exhibit 4.01(a) in each case in form and Restated Revolving Credit Note and the Affirmation substance satisfactory to Lender in its sole discretion (with such number of Security Documents, all properly originals or copies as required by Xxxxxx) executed by Borrower each of the Loan Parties party thereto and Subsidiary Guarantorsother required Persons, as applicable; (b) certified copies of (i) resolutions of the Xxxxxxxx’s board of directors director(s), or managers (manager(s), as applicable) of Borrower and each Subsidiary Guarantor , authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Loan Documents and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 AgreementOrganizational Documents; (c) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentOfficers of Borrower, with specimen signatures; (d) a written opinion of Borrower’s and each Subsidiary GuarantorXxxxxxxx’s independent counsel addressed to Agent for Xxxxxx in the benefit of all Lenders and opinions of such other counsel form attached hereto as Agent deems necessaryExhibit 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 Credit Facility incurred to the Closing Date and the 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 chief 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 officer 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 material adverse change in the operations and condition conditions (financial or otherwise) of Borrower since December 31, 2008; (f) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with 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) A certified copy of the 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 under the Existing Loan Agreement2022; and (ns) Such all other documents reasonably documents, information and reports required or requested to be executed and/or delivered by AgentBorrower under any provision of this Agreement or any of the Loan Documents.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security DocumentsNote, all each properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the each Borrower's board of directors directors, or managers (manager, as applicable) of Borrower and each Subsidiary Guarantor applicable authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Credit Note, and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation and By laws or Certificate certificate of Organization organization and operating agreement (as applicable) and By-laws or 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); (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBorrower, with specimen signatures; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers' independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change Lender in the operations and condition (financial or otherwise) of Borrower since December 31form attached hereto as EXHIBIT 4.1, 2008which shall include without limitation, an opinion that Lender has a perfected security interest in the Collateral; (f) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of the Credit Facility incurred to the Closing DateDate and the Commitment Fee; (g) Searches the Business Associate Agreement properly executed; (h) the Lockbox Agreements required pursuant to Section 2.7 hereof; (i) Uniform Commercial Code, judgment, federal and certificates required by state tax lien searches pursuant to Section 3.4 above; (hj) Deposit Account Control Agreementsto the extent applicable, if necessary, payoff letters and Lender shall have received releases from 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 Persons having a security interest or other changes interest in the Collateral, together with all UCC-3 terminations or partial releases necessary to any terminate such document since such documents were delivered Persons' interests 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 InterestsCollateral; (k) A certified copy of the Merger Agreement certification by Borrowers that all past due payroll and all Merger Documentsunemployment taxes have been paid in full and that Borrowers remain current on such taxes; (l) Certified copies of each of the indentures governing the Convertible Notes accreditations, licenses, certifications required by Section 5.3 below, and Trust Preferred Notesall Contracts requested by Lender; (m) Borrower shall the fully executed Subordination Agreements; (n) evidence of 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 Transactions have repaid all existing Indebtedness been consummated (including without limitation, appropriate opinions of Borrower under counsel); (p) fully executed copies of the Existing Loan AgreementDVI 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 location of Borrowers' chief executive office and each other location where any books and records of Borrowers relating to the Collateral may be kept; and (nu) Such all other documents reasonably documents, information and reports required or requested to be executed and/or delivered by AgentBorrowers under any provision of this Agreement or any of the Loan Documents.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered or caused to be ------------------------------------------ delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each Loan Document; (c) certified copies of (i) resolutions of the board of directors or managers (as applicable) of each Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, and the Amended and Restated Notes Revolving Credit Note to be issued hereunder and each other Loan Document document required to be executed delivered by Borrowers pursuant to any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementlaws; (cd) an incumbency certificate for each 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; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers' independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems necessary; (ef) certification by the 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 material adverse change in the operations and condition (financial or otherwise) of any Borrower since December 31, 2008;1997, as reflected on the draft financial statements as of such date previously delivered to Lender. (fg) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders Lender including, without limitation, the Facility Fee and Expenses associated with Loans or Letters of Credit Lender incurred to the Closing Date; (gh) Searches 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; (hi) Deposit an initial Borrowing Base Certificate, dated and prepared as of the 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 (without deferral thereof); and (iii) all initial Advances under the Revolving Credit, Borrower has a minimum excess borrowing availability of at least $5,000,000 under the Borrowing Base; and (j) Cash Collateral Account Control Agreements, if necessaryalong with a Lockbox Agreement, 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) A certified copy of the 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 under the Existing Loan Agreement; and (n) Such other documents reasonably requested by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableXxxxxxxxx; (b) each Loan Document required to be executed by any Borrower or by any other Person under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the each Borrower's board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery execution and performance of this Agreement, the Amended and Restated Notes Revolving Credit Note to be issued hereunder and each other Loan Document required to be executed by any Section hereof delivered from time to time in conjunction with this Agreement and (ii) each Borrower’s 's Articles and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementlaws; (cd) an incumbency certificate for each 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; (d) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification good standing certificates for each Borrower; (f) a written opinion from and executed by the 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 its independent certified public accountants and any other information required to be delivered hereunder; (h) certificate of each Borrower's chief financial executive officer of Borrower stating that there has not occurred as of the Closing any material adverse change in the operations and business, operations, condition (financial or otherwise) or prospects of such Borrower since June 30, 1997 or December 31, 20081997; (fi) payment by Borrower Borrowers of all fees owing and expenses including, without limitation, the Facility Fee to Agent and/or Lenders be paid to Lender as of the Closing and all Expenses associated with Loans or Letters of Credit this Agreement 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 Interestsall 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) A certified copy of the Merger Agreement evidence that acceptable liability, property, casualty and all Merger Documentsbusiness interruption insurance is in place for each Borrower and that Lender is named as lender's loss payee and additional insured with respect thereto; (l) Certified copies a written consent from BKR, Inc. and Healthlink, Ltd. to the pledge by RUSA of the indentures governing the Convertible Notes and Trust Preferred NotesHealthlink Interest; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement; andRental Agreements and Monitoring Agreements in effect; (n) Such 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 Holdings 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 time or in connection with any waivers of any of the provisions 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 documents, instruments and agreements which Lender reasonably requested by Agentrequests and which must be satisfactory to Lender.

Resolutions, Opinions, and Other Documents. Prior to the Closing, Borrower shall have delivered or caused cause to be delivered to Agent Lender the following: (a) this Agreement, the Amended and Restated Revolving Credit Note Agreement and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicablePromissory Note (including an original signature page for Borrower); (b) each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the Borrower’s board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Promissory Note, the other Loan Documents and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and hereof, (ii) the Borrower’s Organizational Documents and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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; (ciii) an officer and 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 signaturescertificate; (d) a written opinion of Borrower’s the 2008 Projected Cash Flow Statements and each Subsidiary Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel 2009 Projected Cash Flow Statements (attached hereto as Agent deems necessaryExhibit 3.01(d)); (e) certification all other documents, information and reports required or requested to be executed and/or delivered by Borrower under any provision of this Agreement or any of the chief financial officer of Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2008Loan Documents; (f) payment by Borrower of all fees owing to Agent and/or Lenders the Intercreditor Agreements between the Subordinated Noteholders and Expenses associated with Loans or Letters of Credit incurred to the Closing DateLender; (g) Searches and certificates required by Section 3.4 abovethe Note Purchase Agreement; (h) Deposit Account Control Agreements, if necessary, all in form the Security 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 Pledge Agreement; (i) Copies of a Mortgage filed on 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 real property owned by the Existing Loan AgreementBorrowers; (j) Sponsored CDO Equity Interests;satisfactory evidence that the Escrow Account has been established (k) A certified copy of the Merger Agreement and all Merger DocumentsEscrow Agreement; (l) Certified copies an original stock certificate representing 100% of the indentures governing the Convertible Notes issued and Trust Preferred Notes;outstanding shares of Minrad Sub with an attached stock power executed in blank, and (m) Borrower shall have repaid all existing Indebtedness evidence of Borrower under the Existing Loan Agreement; and (n) Such filing of UCC-3 terminations statements and other documents reasonably requested by Agentlien release agreements with respect to the UCC-1s and other liens set forth on Schedule 3.01(m).

Resolutions, Opinions, and Other Documents. Each Borrower shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended Notes and Restated Revolving Credit Note and each of the Affirmation of Security Documents, other Loan Documents all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) b. certified copies of (i) resolutions of the each Borrower’s and each Guarantor’s board of directors directors’ or managers managing members (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Note (in the case of any Borrower) to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and hereof, (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or Certificate Organizational Documents (certified by the applicable secretary of Incorporation or Certificate of Organization (as applicablestate) and By-laws (iii) the good standing (or Operating Agreement equivalent status) of such Borrower or Guarantor in its jurisdiction of organization and each applicable jurisdiction where the conduct of such Borrower’s or Guarantor’s business activities or the ownership of its properties necessitates qualification, as evidenced by good standing certificate(s) (as applicableor the equivalent thereof issued by any applicable jurisdiction) or written certifications that there have been no amendmentsdated not more than thirty (30) days prior to the Closing Date, modifications issued by the Secretary of State or other changes to any appropriate official of each such organizational document since such documents were delivered in conjunction with the Existing Loan Agreementjurisdiction; (c) c. an incumbency certificate for each Borrower and each Guarantor 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; (d) d. a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers’ independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer an Authorized Officer of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of any Borrower since December 31, 20082017; (f) g. payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit incurred to the Closing DateLoans; (g) Searches h. searches and certificates required by under Section 3.4 above3.4; (h) Deposit Account Control Agreements, if necessary, all i. the waivers required under Section 3.5; j. control agreements with the applicable financial institutions in form and substance satisfactory to Agent Lender with respect to all Deposit Accounts; k. insurance certificates and policies as required under Section 6.2; l. an initial Borrowing Certificate dated the Closing Date 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 written certifications that there leased by any Borrower including but not limited to a Phase I environmental assessment; n. fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to Lender’s satisfaction to evidence the form of such policies to be delivered with respect to the 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 Real 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 been approved in writing and no additional Deposit Accounts created and/or no amendmentssurvey exceptions; o. an amendment to the Prime Metals Operating Agreement, modifications or other changes in form and substance satisfactory to any such document since such documents were delivered in conjunction with Lender; p. [reserved]; q. repayment of the Existing Loan Agreement; (i) Copies Indebtedness and termination 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 Liens securing the Existing Loan Agreement; (j) Sponsored CDO Equity Interests; (k) A certified copy of the 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 under the Existing Loan AgreementIndebtedness; and (n) Such r. such other documents reasonably requested required by AgentLender.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit each Note and each of the Affirmation of Security Documents, other Loan Documents all properly executed; b. financing statements and each of the other documents to be executed and/or delivered by Borrower and Subsidiary Guarantors, as applicableor any other Person pursuant to this Agreement; (b) c. certified copies of (i) resolutions of the each Borrower and each Guarantor’s board of directors or managers managing members (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Note to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s Articles articles or Certificate certificate of Incorporation or Certificate of Organization (as applicable) incorporation and Byby-laws or Operating Agreement (certificate of formation and shareholders’ agreement or 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; (c) d. an incumbency certificate for each Borrower and each Guarantor 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; (d) e. a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers’ independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer president of each Borrower that there has not occurred any material adverse change Material Adverse Effect in the operations and condition (financial or otherwise) of such Borrower since December 31September 30, 20082009; (f) h. payment by Borrower the Borrowers of all fees owing to Agent and/or Lenders including, without limitation, the Lender’s fees and Expenses expenses associated with Loans or Letters of Credit incurred to the Closing DateLoans; (g) Searches i. searches and certificates required by under Section 3.4 above; (h) Deposit Account Control Agreements, if necessary, all in form 3.4; j. an initial Borrowing Notice 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 Borrowing Base Certificate dated the Closing Date with the Existing a minimum Availability under Term Loan Agreement; (i) Copies A 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 $500,000 after satisfaction of the Merger Agreement and all Merger DocumentsNSBF’s indebtedness to General Electric Capital Corporation; (l) Certified copies of the indentures governing the Convertible Notes and Trust Preferred Notes; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agent.

Resolutions, Opinions, and Other Documents. Prior to the Closing, Borrower shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreementeach of the agreements, opinions, reports, approvals, consents, certificates and other documents set forth on the Amended Closing Checklist attached hereto as Exhibit 4.01(a) in each case in form and Restated Revolving Credit Note and the Affirmation substance satisfactory to Lender in its sole discretion (with such number of Security Documents, all properly originals or copies as required by Lender) executed by Borrower each of the Loan Parties party thereto and Subsidiary Guarantorsother required Persons, as applicable; (b) certified copies of (i) resolutions of the Borrower’s board of directors director(s), or managers (manager(s), as applicable) of Borrower and each Subsidiary Guarantor , authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Loan Documents and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 AgreementOrganizational Documents; (c) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentOfficers of Borrower, with specimen signatures; (d) a written opinion of Borrower’s and each Subsidiary Guarantor’s independent counsel addressed to Agent for Lender in the benefit of all Lenders and opinions of such other counsel form attached hereto as Agent deems necessaryExhibit 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 Credit Facility incurred to the Closing Date and the 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 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 financial officer 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 material adverse change in the operations and condition conditions (financial or otherwise) of Borrower since December 31, 2008; (f) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with 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) A certified copy of the 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 under the Existing Loan Agreement2018; and (ns) Such all other documents reasonably documents, information and reports required or requested to be executed and/or delivered by AgentBorrower under any provision of this Agreement or any of the Loan Documents.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, BORROWERS shall have delivered or caused to be delivered to Agent LENDER the following: (a) this a duly and fully executed Agreement, the Amended and Restated Revolving Credit Note, Acquisition Term Loan Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableeach 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; (c) certified copies of (i) resolutions of the each BORROWER'S board of directors or managers (partners, as applicable) of Borrower and each Subsidiary Guarantor , authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Credit Note, the Acquisition Term Loan Note and each other Loan Document document required to be executed delivered by any Section hereof this Agreement and (ii) Borrower’s and each Subsidiary Guarantor’s BORROWER'S Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or Operating Agreement (Certificate of Limited Partnership and Partnership 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 have not been amended since being delivered in conjunction with under the Existing Loan Credit Agreement; (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBORROWER, with specimen signatures; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s BORROWERS' independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change Lender in the operations and condition (financial or otherwise) of Borrower since December 31form attached hereto as EXHIBIT 4.1, 2008which shall include without limitation, an opinion that Lender has a perfected security interest in the Collateral; (f) payment by Borrower BORROWERS of the Commitment Fee, the Acquisition Term Loan Commitment Fee and all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit the Total Facility and the Acquisition Term Loan incurred to the Closing Date; (g) Searches and certificates required a Collateral Access Agreement with respect to real property leased by Section 3.4 aboveBORROWERS located at 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx, 00000; (h) Deposit Account Control AgreementsLENDER shall have received copies of each of the accreditations, if necessarylicenses, certifications required by Section 5.3 below and 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 AgreementContracts requested by LENDER; (i) Copies a balance sheet as of all Management Agreements or written certifications that there have been no amendmentsJune 30, modifications or other changes to any such document since such documents were delivered 2004 and related statement of income and statement of cash flows for the month and fiscal year then ended, prepared in conjunction accordance with the Existing Loan Agreement;GAAP; and (j) Sponsored CDO Equity Interests; (k) A certified copy all other instruments, certificates, 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 Merger Agreement and all Merger Loan 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 under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agent.

Resolutions, Opinions, and Other Documents. Borrower Each of the Borrowers shall have delivered or caused to be delivered to the Agent the following: (a) this Agreement, the Amended Term Notes and Restated the Revolving Credit Note and the Affirmation of Security Documents, Notes all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each document and agreement required to be executed under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the board of directors or managers (as applicable) of the Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended Term Notes and Restated the Revolving Credit Notes to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) the Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementconstituent document); (cd) an incumbency certificate for the 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; (de) a written opinion of the Borrower’s and each Subsidiary Guarantor’s 's independent legal counsel addressed to the Agent for the benefit of all of the Lenders and opinions of such other counsel as the Agent deems necessary; (ef) a certification by the Borrower signed on its behalf by the chief financial officer of the Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of the Borrower since December 31, 20082001; (fg) payment by the Borrower of all fees Fees owing to the Agent and/or the Lenders and all Expenses associated with the Loans incurred on or Letters of Credit incurred prior to the Closing Date; (gh) Searches agreements, in form and certificates 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; (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 Interestscertificates evidencing each Borrower's compliance in all material respects with all Federal, State and local laws; (k) A certified copy all documents necessary to evidence and perfect the Agent's, on behalf of the Merger Agreement Lenders, security interests in all of the Borrower's intellectual property including but not limited to trademark and all Merger Documentscopyright assignments, registration with the U.S. Patent and Copyright offices and powers of attorney; (l) Certified 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 indentures governing Agent and confirming that the Convertible Notes Agent has been named as co-insured and Trust Preferred Notes;loss payee, on behalf of the Lenders, on each such policy; and (m) Borrower shall have repaid a Compliance Certificate evidencing the Borrower's compliance with all existing Indebtedness of Borrower under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agent.financial covenants set forth in this Agreement as of March 31, 2002;

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated ATC Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableeach Borrower; (b) each Loan Document including, without limitation, the Stock Pledge Agreements, required to be executed by Borrowers or by any other Person under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor Borrower, Staff Builders, each member of the Home Healthcare Group authorizing the execution, delivery execution and performance of this Agreement, each of the Amended and Restated Notes Loan Documents to be issued hereunder and which each other Loan Document is a party which is required to be executed delivered by any Section hereof and (ii) the certificate or articles of incorporation and bylaws of each Borrower’s and , Staff Builders, each Subsidiary Guarantor’s Articles or Certificate member of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 AgreementHome Healthcare Group; (cd) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency each Borrower; (e) a good standing certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signaturesBorrower; (df) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers' independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLender; (eg) 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 chief financial officer of each Borrower that there has not occurred any material adverse change change, since February 28, 1999, in the operations and operations, condition (financial or otherwise) and business prospects of such Borrower since December 31, 2008as a whole; (fj) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit incurred to the Closing DateCollateral Management Fee; (gk) Searches all documents and certificates agreements required by Section 3.4 abovewith respect to the Collateral, including without limitation, financing statements; (hl) Deposit Account Control executed Support Agreements; (m) surety agreements ("Surety 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 amendmentsLender, modifications or other changes to any such document since such documents were delivered executed by Staff Builders and each member of the Home Healthcare Group in conjunction with the Existing Loan Agreementfavor of Lender; (in) Copies trademark security agreement ("Trademark Security Agreement"), in form and substance satisfactory to Lender, executed by Borrowers in favor 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 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 under the Existing Loan AgreementLender; and (no) Such other documents 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 Lender's pre-Closing field examination and calculated in a manner reasonably requested by Agentacceptable to Lender.

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 Amended and Restated Revolving Credit Note Notes, the Swing Line Note, and the Affirmation of Security DocumentsAdditional Pledge Agreement and the stock powers and stock certificates required thereby, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (bii) each of the other Loan Documents to be executed by the Borrower or by any other Person pursuant to the terms hereof; (iii) Guarantees properly executed by each of the Guarantors; (iv) certified copies of (iA) resolutions of the Borrower’s board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes Revolving Credit Notes, the Swing Line Note to be issued hereunder and each of the other Loan Document required to be executed by any Section hereof Documents, and (iiB) the Borrower’s Certificate of Incorporation and By-laws; (v) certified copies of (A) resolutions of each Subsidiary Guarantor’s board of directors authorizing the execution of the Guarantees and (B) each Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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; (cvi) 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 identifying all Authorized Officers, with specimen signatures and an incumbency certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Documentthe parties executing the Guarantees, with specimen signatures; (dviii) a written opinion of the Borrower’s and each Subsidiary Guarantor’s independent Guarantors’ counsel addressed to the Administrative Agent for and the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLenders; (eix) certification by the chief financial officer or vice president of finance of the Borrower that there has not occurred any material adverse change in the operations business, assets, operations, properties, financial condition, contingent liabilities, prospects or material agreements of the Borrower and condition (financial or otherwise) of Borrower its Subsidiaries taken as a whole, since December March 31, 20082008 as reflected on the applicable Financial Statements of the Borrower delivered to the Administrative Agent; (fx) payment by Borrower of all fees owing to Agent and/or Lenders set forth in the Engagement Letter due on the Effective Date and Expenses associated with Loans or Letters of Credit incurred to the Closing DateRevolving Credit; (gxi) Searches Uniform Commercial Code, judgment, federal and state tax lien searches against the Borrower and each Restricted Subsidiary at the Borrower’s sole cost and expense, showing that the Property of the Borrower and each Restricted Subsidiary is not subject to any Liens except for Permitted Liens, and certificates required by Section 3.4 above; (h) Deposit Account Control Agreements, if necessary, all of good standing showing the Borrower and each Restricted Subsidiary to be in form and substance satisfactory good standing in each jurisdiction in which it is qualified 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) A certified copy of the 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 under the Existing Loan Agreementdo business; and (nxii) Such copies of all other documents documents, instruments, agreements, opinions and certificates as the Administrative Agent may reasonably requested by Agentrequest.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered delivered, or caused to be delivered to Agent the following: (a) this Agreement, the Amended and Restated Revolving Credit Note Notes and the Affirmation of Security Documents, Term Loan Notes all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) mortgages, financing statements and each of the other Loan Documents to be executed by any Borrower or any other Person pursuant to the terms hereof; (c) certified copies of (i) resolutions of the each Borrower's board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended Revolving Credit Notes and Restated the Term Loan Notes to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementlaws; (cd) an incumbency certificate for each 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; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers' independent counsel addressed to Agent for the benefit of all Lenders and Issuer and opinions of such other counsel as Agent deems reasonably necessary; (ef) 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 chief financial officer of each Borrower that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower Old Phoenix, NEBH or NEBC or any of the Borrowers since December 31September 30, 2008; (f) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit incurred to the Closing Date; (g) Searches and certificates required by Section 3.4 above1995; (h) Deposit Account Control Agreementspayment by Borrowers of all fees including, if necessarywithout limitation, all in form the Facility Fee, due Agent and substance satisfactory to Co-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 on the Closing Date and Expenses associated with the Existing Loan AgreementLoans; (i) Copies of all Management Agreements or written certifications that there have been no amendmentsan environmental survey on each Borrower's Real Property (other than the Alpha Facility), modifications or other changes performed by a qualified engineering firm acceptable to any such document since such documents were delivered in conjunction with the Existing Loan AgreementAgent; (j) Sponsored CDO Equity Intereststhe Intercreditor Agreement properly executed by each of the parties thereto; (k) A certified copy the Surety Agreements properly executed by each of the Merger Agreement and all Merger DocumentsSureties; (l) Certified copies the Stock Pledge Agreements properly executed by each of the indentures governing the Convertible Notes parties thereto, together with stock powers endorsed in blank and Trust Preferred Notesaccompanied 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 shall have repaid all existing Indebtedness of 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 Existing Loan Stock Purchase Agreement; (p) consummation of the (i) acquisition of the Capital Stock of NEBH and NEBC in accordance with the terms of the Stock Purchase Agreement and (ii) the Merger in accordance with the terms of the Merger Agreement; (q) a peer review letter of Borrowers' current independent certified public accountants; and (nr) Such other documents reasonably requested by Agenttitle insurance policies required under Section 3.2(b) hereunder.

Resolutions, Opinions, and Other Documents. Borrower Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableeach Borrower; (b) each Loan Document required to be executed by Borrowers or by any other Person under any provision of this Agreement or any related agreement; (c) certified copies of (i) resolutions of the each Borrower's board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery execution and performance of this Agreement, the Amended and Restated Notes Revolving Credit Note to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or 's Certificate of Incorporation or Certificate of Organization (as applicable) and Byby-laws or 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 Agreementlaws; (cd) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency each Borrower; (e) a good standing certificate for each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signaturesBorrower; (df) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers' independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessaryLender; (eg) 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 chief financial officer of Borrower Staff Builders on behalf of Borrowers that there has not occurred any material adverse change change, since November 30, 1991, in the operations and operations, condition (financial or otherwise) and business prospects of Borrower since December 31, 2008; (f) payment by Borrower Staff Builders or of all fees owing to Agent and/or Lenders and Expenses associated with 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 AgreementBorrowers as a whole; (j) Sponsored CDO Equity Interestspayment of the Facility Fee and Collateral Management Fee; (k) A certified copy of all documents and agreements required with respect to the Merger Agreement and all Merger DocumentsCollateral, including without limitation, financing state- ments; (l) Certified copies evidence that all of the indentures governing the Convertible Notes Borrowers' obligations on its existing line of credit with Citicorp have been satisfied and Trust Preferred Notes; all liens related thereto have been terminated; (m) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreementexecuted Support Agreements; and (n) Such evidence that after all Closing payments, costs, and expenditures, and other documents reasonably requested 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 Agent.Lender's Pre-Closing field examination;

Resolutions, Opinions, and Other Documents. Prior to the closing, each Borrower shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, the Amended and Restated Revolving Credit Note Notes and the Affirmation of Security DocumentsSuretyship Agreement, all each properly executed by Borrower and Subsidiary Guarantors, as applicableall parties thereto; (b) each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the such Borrower's board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Revolving Credit Notes to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) such Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 Agreementlaws; (cd) 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 DocumentOfficers of such Borrower, with specimen signatures; (de) a written opinion of such Borrower’s and each Subsidiary Guarantor’s 's independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change Lender in the operations and condition (financial or otherwise) of Borrower since December 31form attached hereto as Exhibit 4.1, 2008which shall include without limitation, an opinion that Lender has a first priority perfected security interest in the Collateral; (f) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of the Credit Facility incurred to the Closing DateDate and the Commitment Fee; (g) Searches and certificates the lockbox agreements required by pursuant to Section 3.4 above2.7 hereof; (h) Deposit Account Control AgreementsUniform Commercial Code, if necessaryjudgment, 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 Search 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) an initial borrowing base certificate dated the Closing Date evidencing Borrowers' maximum borrowing availability under the Borrowing Base as of 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) Lender shall have received releases from any other Person having a security interest or other interest in the Collateral, together with all UCC-3 terminations or partial releases necessary to terminate such Person's interest in the Collateral; (k) 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 Agent Lender executed by the appropriate Borrower and the landlord of each location where such Borrower maintains any equipment 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) A certified copy of the Merger Agreement and all Merger Documents; (l) Certified copies of the indentures governing the Convertible Notes and Trust Preferred Notesinventory; (m) Borrower 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 year 2000, have repaid all existing Indebtedness of Borrower under the Existing Loan Agreementan acceptable strategy in place to address such problems and have budgeted sufficient funds to address and resolve such problems; and (no) Such other documents certified copies of Borrowers' form of contract and franchise agreement, with such terms as are reasonably requested by Agentacceptable to Lender.

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered or caused to be delivered to Agent Lender the following: (a) this Agreement, the Amended and Restated Revolving Credit Note and the Affirmation of Security DocumentsTerm Note, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the each Borrower’s board of directors directors, general partners, members or managers (managers, as applicable) of Borrower and each Subsidiary Guarantor , authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Credit Note, the Term Note and each other Loan Document document required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or and By-laws, Certificate of Organization (and Operating Agreement or partnership agreement, as applicable) and By-laws or 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; (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBorrower, with specimen signatures; (de) a written opinion of Borrower’s and each Subsidiary Guarantor’s Borrowers’ independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change Lender in the operations and condition (financial or otherwise) of Borrower since December 31form attached hereto as Exhibit 4.1, 2008which shall include without limitation, an opinion that Lender has a perfected security interest in the Collateral; (f) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans the Credit Facility incurred to the Closing Date and the Commitment Fee; (g) the Lockbox Agreements required pursuant to Section 2.7 hereof; (h) Uniform Commercial Code, judgment, federal and state tax lien searches pursuant to Section 3.4 above; (i) an initial borrowing base certificate dated the Closing Date evidencing that after giving effect to the initial Advance hereunder and payment (or Letters consideration, without deferral) of Credit incurred 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 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) Lender shall have received copies of each of the accreditations, licenses, certifications required by Section 5.3 below, and all Contracts requested by Lender; (l) projections, forecast of financial operations and budget for calendar year 2003; (m) the fully executed Subordination Agreements; (n) the fully executed Pledge Agreements; (o) Borrowers’ consolidated financial statements as of the most recent month end prior to the Closing Date; (gp) Searches and certificates required by Section 3.4 aboveBorrower’s audited financial statements for the fiscal year ending December 31, 2000; (hq) Deposit Account Control Agreements, if necessary, all in form Landlord Waivers with respect to the locations of Borrowers’ chief executive office and substance satisfactory to Agent or written certifications that there have been no additional Deposit Accounts created and/or no amendments, modifications or each other changes to location where any such document since such documents were delivered in conjunction with the Existing Loan Agreement;books and records may be kept, (ir) 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 AgreementINTENTIONALLY OMITTED; (j) Sponsored CDO Equity Interests; (k) A certified copy of the 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 under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agent.

Resolutions, Opinions, and Other Documents. Borrower shall have delivered delivered, or caused to be delivered to Agent Agent, the following: (a) this Agreement, Agreement and the Amended and Restated Revolving Credit Note and the Affirmation of Security Documents, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) financing statements, and each of the other Loan Documents to be executed by Borrower or any other Person pursuant to the terms hereof including, without limitation, Surety Documents executed by each Original Guarantor; (c) certified copies of (i) resolutions of the Borrower's board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes Revolving Credit Note to be issued hereunder and each other Loan Document document required to be executed delivered by any Section hereof and (ii) Borrower’s and each Subsidiary Guarantor’s 's Articles or Certificate of Incorporation and By-laws; (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 Organization (as applicable) Incorporation and By-laws or 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 Agreementlaws; (ce) an incumbency certificate for Borrower and each Original Guarantor 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; (df) a written opinion of Borrower’s 's and each Subsidiary Original Guarantor’s 's independent counsel addressed to Agent for the benefit (on behalf of all Lenders and opinions of Lenders) covering such other counsel matters as Agent deems necessary; (eg) 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 chief financial officer of Borrower and each Original Guarantor that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower and each such Obligor since December March 31, 20081998; (fi) payment by Borrower of all fees owing to Agent and/or Lenders including, without limitation, the balance of the Closing Fee and Expenses associated with 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 AgreementLoans; (j) Sponsored CDO Equity Intereststhe searches and certificates required under Section 3.4; (k) A certified copy of the Merger Agreement and all Merger Documents;landlord or warehouseman waivers required under Section 3.5; and (l) Certified copies pledge agreement under which Borrower pledges sixty-five (65%) percent of the indentures governing capital stock of UDI Canada (accompanied by delivery of the Convertible Notes original share certificate(s) for such stock and Trust Preferred Notes; (mstock power(s) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement; and (n) Such other documents reasonably requested by Agentendorsed in blank therefor).

Resolutions, Opinions, and Other Documents. Borrower Prior to the Closing, Borrowers shall have delivered (or caused to be delivered delivered) to Agent Lender the following: (a) this Agreement, the Amended and Restated Revolving Credit Note Agreement and the Affirmation of Security DocumentsRevolving Note, all each properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) any other Loan Document and each document and agreement required to be executed under any provision of this Agreement or any of the other Loan Documents; (c) certified copies of (i) resolutions of the each Borrower’s and Guarantor’s board of directors director(s), or managers (manager(s), as applicable) of Borrower and each Subsidiary Guarantor applicable authorizing the execution, delivery and performance execution of this Agreement, the Amended and Restated Notes to be issued hereunder Revolving Note, the other Loan Documents and each other Loan Document document to which it is a party, required to be executed delivered by any Section hereof and (ii) each Borrower’s and each Subsidiary Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or 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 AgreementOrganizational Documents; (cd) an incumbency certificate for Borrower certificates identifying all Authorized Officers, with specimen signatures and an incumbency certificate for Officers of each Subsidiary Guarantor identifying all individuals authorized to execute any applicable Loan DocumentBorrower, with specimen signatures; (de) a written opinion of Borrower’s Borrowers’ and each Subsidiary Guarantor’s Guarantors’ independent counsel addressed to Agent for the benefit of all Lenders and opinions of such other counsel as Agent deems necessary; (e) certification by the chief financial officer of Borrower that there has not occurred any material adverse change Lender in the operations and condition (financial form attached hereto as Exhibit 4.01 or otherwise) of Borrower since December 31otherwise acceptable to Lender, 2008which shall include an opinion that Lender has a perfected security interest in the Collateral; (f) payment by Borrower Borrowers of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of the Credit Facility incurred to the Closing DateDate and the Commitment Fee; (g) Searches and certificates required by Section 3.4 abovethe Business Associate Agreement properly executed; (h) Deposit Account Control Agreements, if necessary, all in form the Depository Agreements required pursuant to Section 2.07 hereof and substance satisfactory to Agent or written certifications that there have been no additional Deposit Accounts created and/or no amendments, modifications or such other changes to any such document since such documents were delivered in conjunction with the Existing Loan Agreementdeposit account control agreements as Lender shall require; (i) Copies of all Management Agreements or written certifications Uniform Commercial Code, judgment, federal and state tax lien searches pursuant to Section 3.05 hereof, which searches shall verify that there Lender will have been no amendmentsa first priority security interest in the Collateral, modifications or other changes subject to any such document since such documents were delivered in conjunction with the Existing Loan AgreementPermitted Liens; (j) Sponsored CDO Equity Interestsan initial borrowing base certificate dated the Closing Date evidencing Borrower’s availability under the Borrowing Base; (k) A certified copy of to the Merger Agreement extent applicable, Lender shall have received payoff letters and releases from all Merger DocumentsPersons 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; (l) Certified copies of the indentures governing the Convertible Notes certification by Borrowers that all past due payroll and Trust Preferred Notesunemployment taxes have been paid in full and that Borrowers remain current on such taxes; (m) Borrower Lender shall have repaid received copies of each of the accreditations, licenses, permits and certifications related to the representations in Section 5.03 hereof, and all existing Indebtedness 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 Required Insurance is in full force and 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 Existing Loan AgreementUCC 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 (nv) Such all other documents reasonably documents, information and reports required or requested to be executed and/or delivered by AgentBorrowers under any provision of this Agreement or any of the Loan Documents.

Resolutions, Opinions, and Other Documents. Borrower Each Loan Party shall have delivered delivered, or caused to be delivered to Agent Lender the following: (a) a. this Agreement, the Amended and Restated Revolving Credit Term Loan Note and each of the Affirmation of Security Documentsother Loan Documents to be executed and/or delivered by each Borrower or any other Person pursuant to this Agreement, all properly executed by Borrower and Subsidiary Guarantors, as applicableexecuted; (b) 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 the each Loan Party’s board of directors or managers (as applicable) of Borrower and each Subsidiary Guarantor directors, authorizing the execution, delivery and performance of this Agreement, the Amended and Restated Notes Term Loan Note to be issued hereunder and each of the other Loan Document Documents required to be executed delivered by any Section hereof and (ii) Borrowereach Loan Party’s and each Subsidiary Guarantor’s Articles or Certificate Organizational Documents (certified by the applicable secretary of Incorporation or Certificate of Organization (state), as applicable) and By-laws or 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; (c) e. an incumbency certificate for Borrower each Loan Party 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; (d) f. a written opinion of Borrower’s and each Subsidiary GuarantorLoan Party’s independent counsel addressed to Agent for the benefit of all Lenders Lender and opinions of such other counsel as Agent Lender deems reasonably necessary; (e) 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 chief financial officer of Borrower Borrowers that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower the Borrowers, taken as a whole, since December 31, 20082015; i. certification by an Authorized Officer of Parent that there has not occurred any material adverse change in the operations and condition (ffinancial or otherwise) of Parent since December 31, 2015; j. payment by Borrower Borrowers of all fees owing to Agent and/or Lenders including, without limitation, the Closing Fee and all Expenses associated with Loans or Letters of Credit incurred the Term Loan required to the Closing Datebe paid hereunder; (g) Searches k. searches and certificates required by under Section 3.4 above3.4; (h) Deposit Account Control Agreements, if necessary, all in form l. insurance certificates 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 Agreementpolicies as required under Section 6.2; (i) Copies m. copies of all Management Agreements or written certifications that there Borrowers’ material contracts with their Affiliates, which Lender shall have been no amendments, modifications or other changes reviewed to any such document since such documents were delivered in conjunction with the Existing Loan Agreementits satisfaction; (j) Sponsored CDO Equity Interests; (k) A certified copy of n. the Merger Agreement and Management Fee Subordination Agreement, duly executed by 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 under the Existing Loan Agreementparties thereto; and (n) Such o. such other documents reasonably requested required by AgentLender.