Page

1.

AMOUNT AND TERMS OF CREDIT

3

1.1

Credit Facility

3

1.2

Prepayments

4

1.3

Use of Proceeds

6

1.4

Interest

6

1.5

Cash Management Systems

7

1.6

Fees

7

1.7

Receipt of Payments

8

1.8

Application and Allocation of Payments

8

1.9

Loan Account and Accounting

8

1.10

Indemnity

9

1.11

Access

9

1.12

Taxes

10

1.13

Capital Adequacy; Increased Costs; Illegality

11

1.14

Single Loan

12

2.

CONDITIONS PRECEDENT

13

2.1

Conditions to the Initial Loans

13

2.2

Further Conditions to Each Loan

15

3.

REPRESENTATIONS AND WARRANTIES

16

3.1

Corporate Existence; Compliance with Law

16

3.2

Executive Offices, Collateral Locations, FEIN

16

3.3

Corporate Power, Authorization, Enforceable Obligations

16

3.4

Financial Statements and Projections

17

3.5

Material Adverse Effect

17

3.6

Ownership of Property; Liens

18

3.7

Labor Matters

19

3.8

Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness

20

3.9

Government Regulation

20

3.10

Margin Regulations

20

3.11

Taxes

21

Page

3.12

ERISA

21

3.13

No Litigation

22

3.14

Brokers

23

3.15

Intellectual Property

23

3.16

Full Disclosure

23

3.17

Environmental Matters

23

3.18

Insurance

24

3.19

Deposit and Disbursement Accounts

24

3.20

Government Contracts

24

3.21

Customer and Trade Relations

24

3.22

Agreements and Other Documents

25

3.23

Solvency

25

3.24

Subordinated Debt and the GE Credit Agreement

26

3.25

HIPAA Compliance

26

3.26

Compliance with Health Care Laws

27

3.27

PASA

27

3.28

Lien Priority

27

4.

FINANCIAL STATEMENTS AND INFORMATION

28

4.1

Reports and Notices

28

4.2

Communication with Accountants

28

5.

AFFIRMATIVE COVENANTS

28