Common use of First Borrowing Clause in Contracts

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do businessofficial, in each case dated -48- 54 as of a recent date; (ii) a certificate of the Secretary of each Borrowerof the Borrowers, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers offficers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrowerof the Borrowers, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Term Note and Revolving Credit Note (which Note Notes shall replace the "Revolving Credit Note" Notes issued in connection with the Original Credit First Amended Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers Airxcel by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (ix) such amendments to, or confirmations of (as requested by the Agents), Agent) of the Security Documents existing on as of the Closing Date, (iiy) such additional Security Documents (as requested by the AgentsAgent, including, without limitationbut not limited to, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (relating to the extent not previously delivered Acquisition Documents and the Mortgages, together with title insurance in form, scope and amount satisfactory in all respects to the Administrative Agent)), (iii) to be executed and delivered in connection with the extent not previously delivered to the Administrative Agent, Transactions and (z) certificates evidencing the Pledged StockStock to be pledged on the Closing Date, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings GuaranteeGrantors. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or reasonably requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral (including, without limitation, Collateral acquired after pursuant to the Original Closing Date Acquisition), except to the extent permitted by the Security Documents, shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (hg) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA each of the Borrowers and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors the Borrowers are doing business and/or in which any Collateral acquired pursuant to the Acquisition is located, and in which Uniform Commercial Code filings have been made against DCAeach Borrower, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (gf) above. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (h) The Lenders and the Agent shall have received the results of a Phase One environmental study with respect to the properties located in Dayton, Tennessee and Elkhart, Indiana conducted by a firm satisfactory to the Agent and the Lenders, and the scope, methodology and results of such environmental audit shall be satisfactory to the Agent in all respects. (i) The Lenders and the Agents Agent shall have received and determined to be in form and substance satisfactory to them:. (i) schedules listing (w) the stock ownership of each Loan Party, (x) all contingent liabilities of the Borrowers and their subsidiaries, as reportable under GAAP, (y) all pending litigation involving the Borrowers or their respective subsidiaries or any of their respective businesses, assets or rights and (z) all operating and capital leases; (ii) a copy of a field examination of DCA's the books and recordsrecords of SMC; (iiiii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iiiiv) the financial statements described in Section 4.07 hereof; (ivv) evidence that the Transactions are in compliance with all applicable laws and regulations; (vvi) evidence that the Borrowers and their subsidiaries are in compliance with all Environmental Laws; (vii) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest Agreement or otherwise; (viviii) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (viiix) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers (x) Airxcel and its subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation1996, (iiy) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Crispaire Corporation and its subsidiaries since October 31, 1996 or (iiiz) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S.SMC and its subsidiaries since April 30, Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto)1997; (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and; (xi) evidence that all the Investor Group, Larr▇ ▇▇▇▇▇ ▇▇▇ Dean ▇▇▇▇▇▇ have made an equity investment in Holdings in an aggregate amount not less than $3,996,000; and (xii) evidence of the Uniform Commercial Code financing statements described on Schedule II have been properly executed repayment in full of existing credit arrangements with NationsBank, N.A. and recordedthe termination of all commitments to lend thereunder, and the termination of all security interests securing such indebtedness. (j) Each The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors related to SMC and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings audit shall have been satisfactory to the Agents Agent and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Lenders Lender shall have received the favorable written opinion of counsel for the Borrowers duly executed Note and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent.this Agreement; (b) The Lenders Lender shall have received a favorable written opinion of either the general counsel or the corporate secretary of the Borrower (iprovided that such corporate secretary is an attorney admitted to practice law, and is in good standing, in a jurisdiction within the United States of America) dated the Closing Date and addressed to the Lender, to the effect set forth in Exhibit D hereto. (c) All legal matters incident to this Loan Agreement and the Borrowings hereunder shall be satisfactory to the Lender; (d) The Lender shall have received: 1. a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsBorrower, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organizationDelaware, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Borrower as of a recent date; (ii) , from such Secretary of State; 2. a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolutions duly adopted by such person's the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents to which it is a party and the Credit Events Borrowings hereunder, as applicable, and that such resolution has resolutions have not been modified, rescinded rescinded, or amended and is are in full force and effect, (C) that such person's neither the certificate or articles of incorporation or constitutive documents of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) clause 1. above, and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations behalf of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and recordsBorrower; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT Exhibit C hereto, dated the Closing Date, addressed to the Lenders and the Agent and satisfactory to the Administrative AgentAgent and Lenders. (b) The Lenders shall have received (i) a copy of each amendment, if any, since the First Amended and Restated Closing Date to the agreement of limited partnership, certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do businessofficial, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such personthe general partner of each Borrower which is a partnership, and by each corporate Borrower's Board of Directors Directors, authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents to be executed and delivered on the Closing Date and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's agreement of limited partnership, certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iiiii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; Secretary and (iviii) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.025.03. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement, each real property mortgage or deed of trust and each amendment thereto, and each leasehold mortgage) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been been, or shall be in a form such that it can promptly be, properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordationrecordation which has been completed before the Closing Date. (hf) The Syndication If requested, the Agent shall have received the results of a search of tax and other Liensliens, and judgments and of the Uniform Commercial Code filings made with respect to DCA each Borrower and each Grantor (not in existence as of each jurisdiction requested by the Original Closing Date) in the jurisdictions Agent and/or in which DCA and such Grantors are any Borrower, Grantor or Guarantor is doing business and/or or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (. With respect to any Liens not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) permitted pursuant to paragraph (g) aboveSection 7.01 hereof, the Agent shall have received termination statements in form and substance satisfactory to it. (ig) The Lenders and the Agents Agent shall have received and determined to be in form and substance satisfactory to them: (i) a copy the schedule and aging of a field examination accounts receivable and inventory designations of DCA's books Chock and records; its subsidiaries as at November 30, 1995; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (hereof including, without limitation, consents title insurance with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files real property of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event initial Loans hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the one or more favorable written opinion opinions of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, Borrower dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agentthem in form and substance. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the GuarantorsBorrower, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do businessofficial, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws bylaws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings made and to be made hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document Notes or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent Lenders shall have received a certificate, dated the Closing Date and 15 signed by the Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the BorrowersBorrower, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee.[Intentionally omitted] (f) The Syndication Agent Lenders shall have received certified fully executed copies of requests for copies or information on Form UCC-11 or certificates satisfactory the Amendment to Warrants in the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name form annexed hereto as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing DateExhibit C, and which are filed such amendment agreement shall be in the appropriate offices in the States in which are located the chief executive office full force and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent effect. (g) The Lenders shall have received termination statements fully executed copies of an agreement in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor them modifying various provisions of the Administrative Agent for its own benefit GE Credit Agreement, and for the benefit of the Lenders a first priority perfected security interest such amendment agreement shall be in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordationfull force and effect. (h) The Syndication Agent Lenders shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be evidence in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence them that all requisite third party consents (including, without limitation, consents with respect to each the consent of the Borrowers agent and each of the Grantors and Guarantorslenders under the GE Credit Agreement) to the Transactions transactions herein contemplated have been received;. (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental GroupKaye, ▇▇holer, Fierman, Hays & ▇▇▇▇ ▇. ▇▇▇▇▇▇andler, D.D.S. & AssociatesLLP, Dental Corporationcounsel to the Lenders, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S.shall have received payment in full for all legal fees charged, Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S.all costs and expenses incurred, Dental Corporation an Assignment of Contract has been executed and delivered by such counsel through the Closing Date in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or with the transactions contemplated under this Agreement and the other Loan Documents and instruments in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed connection herewith and recordedtherewith. (j) Each Agent All legal matters in connection with the Loan Documents and the Lenders Loans shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been be satisfactory to the Agents Lenders and Lenders their counsel in all respectstheir sole discretion. (k) Each Agent The Borrower shall have received executed and had delivered to the opportunity Lenders a disbursement authorization letter with respect to review and determine the disbursement of the proceeds of the Loans to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid made on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the AgentsLenders. (l) The Lenders shall have received such other documents as the Lenders or their counsel shall reasonably deem necessary or desirable.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Lenders Agent shall have received the a favorable written opinion of (i) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrowers and each of Borrower, the Guarantors and GrantorsTAFSI, substantially to the effect set forth in Exhibit M-1 and (ii) each local counsel listed on Schedule 5.02 (a) to the form of EXHIBIT C heretoeffect set forth in Exhibit M-2, in each case (A) dated the Closing Date, (B) addressed to the Lenders Agent, the Fronting Bank, the Lenders, the Swingline Lender and satisfactory the Collateral Agent and (C) covering such other matters incidental to the Administrative Loan Documents and the Transactions as the Agent shall request. The Borrower hereby instructs each such counsel to deliver its opinion to the Agent. (b) All legal matters incident to this Agreement and the Borrowings hereunder shall be satisfactory to the Lenders and their counsel and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent. (c) The Lenders Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the BorrowersBorrower, the Grantors TAFSI and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state State of its organizationDelaware, and a certificate as to the good standing standings of each from such Secretary of State or other official the Borrower, TAFSI and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Guarantors as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrower, Grantor TAFSI and Guarantor, the Guarantors dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's the By-laws of the Borrower, TAFSI or such Guarantor, as the case may be, as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolutions duly adopted by such person's the Board of Directors of the Borrower, TAFSI or such Guarantor, as the case may be, authorizing the execution, delivery delivery, and performance of this Agreement, the Security Documents, the Notes, the other Loan Transaction Documents and the Credit Events borrowings hereunder, as applicable, and that such resolution has resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation of the Borrower, TAFSI or constitutive documents such Guarantor, as the case may be, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, above and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Transaction Document or any other Loan Document document delivered in connection herewith on behalf of the Borrower, such Guarantor or therewithTAFSI, as applicablethe case may be; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Administrative Agent Lenders or any Lender their counsel or Cravath, Swaine & ▇▇▇▇▇, counsel for the Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof5.01. (e) The Administrative Agent shall have received (i) such amendments to, all Fees and other amounts due and payable on or confirmations of (as requested by the Agents), the Security Documents existing on prior to the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent Intercreditor Agreement shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to been duly executed by the Syndication Agent of a UCC Reporter ServiceBorrower, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing DateTranche A Exchange Note Purchasers and the Collateral Agent, and which are filed shall be in the appropriate offices in the States in which are located the chief executive office full force and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to iteffect. (g) The Guarantee Agreement shall have been duly executed by each Guarantor and the Collateral Agent, and shall be in full force and effect. The Indemnity and Subrogation Agreement shall have been duly executed by the Borrower, each Guarantor and the Collateral Agent and shall be in full force and effect. (h) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding capital stock of each Guarantor and TAFSI shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (i) Each of the Security Agreement, the Trademark Security Agreement, the Collateral Assignment and the Collateral Account Agreement shall have been duly executed by the Borrower and all other parties thereto and shall have on delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including, without limitation, including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Collateral Agent for its own benefit and for the benefit of the Lenders Secured Parties a first valid, legal and perfected first-priority perfected security interest in or lien on the Collateral acquired after the Original Closing Date (subject to any Lien expressly permitted by Section 7.02) described in each of such agreements shall have been properly filed, registered or recorded in each jurisdiction in which delivered to the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordationCollateral Agent. (hj) The Syndication Collateral Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings (or equivalent filings) made with respect to DCA the Borrower, each Guarantor and each Grantor TAFSI in the States (not in existence as of the Original Closing Dateor other jurisdictions) in which are located the jurisdictions chief executive offices of such Persons, any offices of such Persons in which DCA records have been kept relating to Accounts and such Grantors are doing business and/or in which any Collateral is located, and the other jurisdiction in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 7.02 or have been made against DCA, released. (k) The Collateral Agent shall have received a Perfection Certificate with respect to each Guarantor (not in existence as of the Original Guarantors, TAFSI and the Borrower dated the Closing Date) Date and duly executed by a Responsible Officer of each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) abovesuch entity. (i) The Lenders and Each of the Agents shall have received and determined to be Security Documents, in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this AgreementLenders, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect relating to each of the Borrowers Mortgaged Properties (including each Mortgage and each Assignment of Leases and Rents) shall have been duly executed by the Grantors parties thereto and Guarantors) delivered to the Transactions have been received; (vii) evidence that there has been no material adverse change Collateral Agent and shall be in the business, assets, operations or financial condition of the Borrowers full force and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporationeffect, (ii) ▇each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 7.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as specified on Schedule 1.01(c) (or a lender's title insurance policy, in form and substance acceptable to Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 7.02) shall have been received by Agent) and, in connection therewith, the Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally, recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Agent, the Fronting Bank, the Swingline Lender and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 7.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Agent, the Fronting Bank, the Swingline Lender or the Lenders. (m) The Borrower and each Guarantor shall have obtained insurance in compliance with Section 6.02 and the applicable provisions of the Security Documents, and the Agent shall have received a report or reports (in form and substance satisfactory to it (including, among other things, a description of coverage and a summary of terms of the insurance maintained by the Borrower and each Guarantor) from ▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. Corporation and/or an insurance firm of comparable stature as to the adequacy of such insurance based on the nature and requirements of the truckstop industry and based on ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed ▇▇▇▇▇▇▇ Corporation's or such other firm's knowledge and delivered in connection experience with respect thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (jn) Each Agent and the Lenders shall have had the opportunity, if they so choose, All policies of insurance maintained pursuant to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings Section 6.02 shall have been satisfactory endorsed or otherwise amended to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be include a "standard" or "New York" lender's loss payable endorsement, in form and substance reasonably satisfactory to it: the Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, the insurance carrier shall pay all proceeds otherwise payable to the insured party under such policies directly to the Collateral Agent unless (i) copies of all real property lease agreements entered into by any of the Borrowers amounts so payable shall not exceed $50,000 and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies the insurance carrier shall not have received written notice from the Agent or the Collateral Agent that an Event of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the AgentsDefault has occurred.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is under the First Amended and Restated Credit Agreement were subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT Exhibit C hereto, dated the First Amended and Restated Closing Date, addressed to the Lenders and the Agent and satisfactory to the Administrative AgentAgent and Lenders. (b) The Lenders shall have received (i) a copy of the agreement of limited partnership, certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do businessofficial, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the First Amended and Restated Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such personthe general partner of each Borrower which is a partnership, and by each corporate Borrower's Board of Directors Directors, authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's agreement of limited partnership, certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicableappli- cable; (iiiii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; Secretary and (iviii) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the First Amended and Restated Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which and Term Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment the Mortgages (except as set forth in Section 6.21(a) hereof) (together with policies of Contract with respect to each Management Agreement title insurance in form, scope and Shares Acquisition Agreement amount satisfactory in effect on the Closing Date (all respects to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors Grantors, and including evidence satisfactory to the Agent that each Notice to Broker executed by Chock in connection with the Pledge Agreement (ivInvestment Account) confirmations of was delivered to and received by the Guarantees, including, without limitation, the Holdings Guaranteebroker named therein. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent Lenders of a UCC Reporter Service, listing all effective financing statements which name as debtor DCAany Borrower, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, Grantor and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statementstatement and each real property mortgage or deed of trust and each leasehold mortgage) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been been, or shall be in a form such that it can promptly be, properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordationrecordation which has been completed before the First Amended and Restated Closing Date. (h) The Syndication Agent shall have received the results of a search of tax and other Liensliens, and judgments and of the Uniform Commercial Code filings made with respect to DCA each Borrower and each Grantor (not in existence as of each jurisdiction requested by the Original Closing Date) in the jurisdictions Agent and/or in which DCA and such Grantors are any Borrower, Grantor or Guarantor is doing business and/or or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents Agent shall have received and determined to be in form and substance satisfactory to them: (i) the schedule and aging of accounts receivable of Chock and its subsidiaries (other than C▇▇▇'▇) as at October 31, 1992, and of C▇▇▇'▇ as at the end of October, 1992, and inventory designations of Chock and its subsidiaries (other than C▇▇▇'▇) as at October 31, 1992, and of C▇▇▇'▇ as at the end of October, 1992; (ii) evidence that after giving effect to the Loans to be made on the First Amended and Restated Closing Date together with payment of all fees and expenses in connection with the Acquisition, there shall be not less than $8,000,000 of Undrawn Availability; (iii) evidence that the Borrowers have at least $95,000,000 of Subordinated Indebtedness outstanding on the First Amended and Restated Closing Date, excluding any conversions of such Subordinated Indebtedness to common stock since July 31, 1992; (iv) a copy of a field examination of DCA's the Borrowers' books and records; (iiv) evidence of the compliance by the Borrowers with Section 6.03 hereofhereof including, without limitation, title insurance with respect to all real property of the Borrowers; (iiivi) the financial statements described in Section 4.07 hereof, and, in addition, the Agent shall have determined to its satisfaction that such statements do not differ in any material respect from drafts previously delivered to the Agent; (ivvii) evidence that the Transactions are in compliance with all applicable laws and regulations; (vviii) the results of an environmental audit with respect to the Borrowers' and subsidiaries' properties and operations conducted by a firm satisfactory to the Agent and the Lenders, and the scope, methodology and results of such environmental audit shall be satisfactory to the Agent and Lenders in all respects; (ix) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest Commitment Letters or otherwise; (vix) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (viixi) evidence that there has been no material adverse change in the business, assets, operations or financial condition results of appraisals of the Borrowers Borrowers' and subsidiaries since December 31, 1998subsidiaries' real property and personal property; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (xxii) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers Borrower or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; (xiii) the September 30, 1992 statement of income and balance sheet of Chock and its subsidiaries (other than C▇▇▇'▇), including data regarding Capital Expenditures, depreciation and amortization; (xiv) landlord waiver and consent agreements for all leased premises, and warehousemen letters with respect to each warehouse, of Chock and its subsidiaries (other than such locations of C▇▇▇'▇ and all locations of Hillside as are listed in Schedule 6.19 hereto); (xv) a Form U-1 for each of the Borrowers; and (xixvi) evidence that all if issued, management letters of the Uniform Commercial Code financing statements described on Schedule II have been properly executed Chock for Fiscal Years 1989, 1990 and recorded1991. (j) Each The Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowerssubsidiaries, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings a pre-closing audit which shall include, without limitation, verification of Eligible Receivables, payment of payroll taxes and checkings with suppliers, insurance companies accounts payable and dentists affiliated with the Borrowersformulation of an opening Borrowing Base, and the results of such examination and checkings audit shall have been satisfactory to the Agents Agent and Lenders in all respects. (k) Each The Agent and Lenders shall have received and had the opportunity to review and determine to be in form and substance satisfactory to itsatisfactory: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date);subsidiaries; and (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers Borrowers, their subsidiaries, Grantors or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the AgentsGuarantors.

First Borrowing. The obligations On the date of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentinitial Borrowing: (a) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, the favorable written opinion opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Vice President and General Counsel of the Borrower, and (ii) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Borrowers and each of the Guarantors and GrantorsBorrower, substantially to the effect set forth in the form of EXHIBIT C heretoExhibits E and F, respectively, each (A) dated the Closing Date, (B) addressed to the Agents and the Lenders, and (C) covering such other matters relating to this Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder shall be satisfactory to the Lenders and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (bc) The Lenders Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsBorrower, certified as of a recent date by the Secretary of State or other appropriate official of the state State of its organizationDelaware, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolu tions duly adopted by such person's the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents Agreement and the Credit Events borrowings hereunder, as applicable, and that such resolution has resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation or constitutive documents of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security Document Agreement or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of the Borrower; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent or any Lender Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof4.01. (e) The Administrative Agent and the other Agents and their Affiliates shall have received (i) such amendments to, all Fees and other amounts due and payable on or confirmations of (as requested by the Agents), the Security Documents existing on prior to the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered invoiced, reimbursement or payment of all out-of-pocket expenses required to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed be reimbursed or paid by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings GuaranteeBorrower hereunder. (f) The Syndication Agent commitments under the Existing Credit Agreement shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Servicebeen terminated and all principal, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office interest and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent amounts outstanding thereunder shall have received termination statements been paid in form and substance satisfactory to itfull. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date The 5-year Agreement shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copybeen, or other evidence satisfactory to itshall simultaneously be, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed parties thereto and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form full force and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agentseffect.

First Borrowing. The obligations On the date of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentinitial Borrowing: (a) The Lenders Administrative Agent shall have received, and each Lender shall have received copies of, the favorable written opinion opinions of (i) ▇▇▇▇ ▇. ▇▇▇▇, Esq., Assistant Corporate Secretary of the Borrower, to the effect set forth in Exhibit E-1 hereto, (ii) ▇▇▇▇▇, Polk & ▇▇▇▇▇▇▇▇, counsel for the Borrowers and each of Borrower, to the Guarantors and Grantors, substantially effect set forth in the form of EXHIBIT C Exhibit E-2 hereto, and (iii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Panamanian counsel for the Borrower, to the effect set forth in Exhibit E-3 hereto, in each case dated the Closing Date, date hereof and addressed to the Lenders. (b) All legal matters incident to this Agreement and the borrowings hereunder shall be reasonably satisfactory to the Lenders and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (bc) The Lenders Administrative Agent shall have received, and each Lender shall have received copies of, (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsBorrower, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organizationin a manner customary under Panamanian Law, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Borrower as of a recent date; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, the Borrower dated the Closing Date date hereof and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of the Borrower as in effect on the date of such certificate hereof and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolutions duly adopted by such person's the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolution has resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation or constitutive documents has of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of the Borrower; (iii) a certificate of another officer of such person's officers the Borrower as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent or any Lender Agent, may reasonably request. (cd) The Administrative Agent shall have received, and each Lender shall have received a copy of, a certificate, dated the Closing Date date hereof and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof4.01. (e) The Administrative Agent and the Lenders shall have received (i) such amendments to, all Fees and other amounts due and payable on or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (prior to the extent not previously delivered to the Administrative Agent))date hereof, (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed including all fees described in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence letter dated as of the Original Closing DateMay 7, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank1999 among Citibank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation Barney Inc. and the Borrower (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection theretothe "Fee Letter");. (xf) evidence Except as otherwise agreed by the Administrative Agent, the terms of the Tender Offer (including, without limitation, the per Share price to be offered therein and the conditions to the Borrower's obligations to purchase Shares) shall be those set forth in the Offer Documents and the Merger Agreement, each in the form heretofore delivered to the Administrative Agent. (g) The Administrative Agent shall be satisfied that there are no actionslegal, suits or proceedings at law or in equity or by or before any governmental instrumentality contractual or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any impediment will exist that could reasonably be expected to prevent the completion of the Transactions; andMerger promptly following the purchase of Shares pursuant to the Tender Offer. (xih) evidence The Administrative Agent shall be satisfied that all JRMSA, JRMHI, JRMI, Creole and MIICO hold, free of any Liens, cash, cash equivalents and investments in debt securities available for the making of the Uniform Commercial Code financing statements described on Schedule II JRMSA Payment in an amount at least equal to $575,000,000 and that no legal, contractual or other impediment will exist that could reasonably be expected to prevent the making by JRMSA, JRMHI, JRMI, Creole and MIICO of the JRMSA Payment promptly following the Merger. (i) The conditions to the purchase of Shares pursuant to the Tender Offer shall have been properly executed satisfied without any amendment or waiver (except for amendments and recordedwaivers that do not affect the price paid for the Shares and otherwise comply with Section 6.11), and at least a majority of the Shares shall have been or shall on the Effective Date simultaneously with the first Borrowing hereunder be accepted for purchase pursuant to the Tender Offer on the terms set forth therein and in accordance with applicable law. (j) Each The Collateral Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files received (i) counterparts of the BorrowersPledge Agreement signed on behalf of each Loan Party, subsidiaries (ii) certificates (with appropriate notations being made in the share registry) representing all the outstanding shares of capital stock of Acquisition Sub and JRMSA, and all other securities convertible into or exchangeable for shares of capital stock of Acquisition Sub or JRMSA, owned by or on behalf of any Loan Party and (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificates; provided that the requirements of the Borrowers, preceding clauses (ii) and (iii) shall be deemed satisfied insofar as they relate to Shares purchased in the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been Tender Offer if arrangements satisfactory to the Agents and Lenders Collateral Agent shall be in all respectseffect for the perfection of the Collateral Agent's security interest in such Shares promptly following the acceptance of such Shares pursuant to the Tender Offer. (k) Each Agent The Borrower shall have received and had delivered to the opportunity to review and determine to be Administrative Agent for each Lender a statement on Federal Reserve Form U-1 in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any compliance with Regulation U of the Borrowers Board of Governors of the Federal Reserve System and their subsidiaries (to the extent not delivered each Lender shall be satisfied, on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any basis of the Borrowers or their subsidiaries which are not to be repaid on information contained in such statement, that the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.Loans will comply with Regulation U.

First Borrowing. The obligations On the date of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentinitial Borrowing: (a) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders and the Agents, the favorable written opinion opinions of (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Secretary of the Borrower and (ii) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Borrowers Borrower, substantially to the effect set forth in Exhibits E and F, respectively, each (A) dated the date of the Guarantors and Grantorsinitial Borrowing, substantially in the form of EXHIBIT C hereto, dated the Closing Date, (B) addressed to the Lenders and satisfactory to the Administrative Agent, the Lenders and the Agents, and (C) covering such other matters relating to this Agreement and the transactions contemplated hereby as the Administrative Agent and the Syndication Agent may reasonably request as a result of any change in law or regulation after the Closing Date relating to such transactions or any material change in facts previously disclosed to the Lenders, or disclosure of facts not previously disclosed to the Lenders, and the Borrower hereby requests such counsel deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder shall be reasonably satisfactory to the Lenders and to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent and the Syndication Agent. (c) The Lenders Administrative Agent and the Syndication Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors Borrower and the GuarantorsGuarantor, each certified as of a recent date by the Secretary of State or other appropriate official of the state State of its organizationDelaware, and a certificate as to the good standing of each from such Secretary of State or other official the Borrower and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Guarantor as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor of the Borrower and the Guarantor, each dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of the Borrower or the Guarantor, as applicable, as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolutions duly adopted by such person's the Board of Directors of the Borrower or the Guarantor, as applicable, authorizing the execution, delivery and performance of this AgreementAgreement and, in the case of the Borrower, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolution has resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.,

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT Exhibit C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)Date), (iii) to the extent not previously delivered to the Administrative Agent, and certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings GuaranteeGrantors. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCAany Borrower, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, Grantor and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation recordatio thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA each of the Borrowers and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA the Borrower and such the Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCAeach Borrower, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's the Borrowers' books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Commitment Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 19981997; (viii) evidence of the repayment in full of exiting credit arrangements and the termination of all amounts owing under or in connection withcommitments to lend thereunder, and the termination of, of all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.interests securing such indebtedness as required under paragraph (f) above; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto);; and (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date)subsidiaries; (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or Borrowers, their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. The obligations On the date of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentinitial Borrowing: (a) The Lenders Administrative Agent shall have received received, on behalf of itself and the Lenders, the favorable written opinion opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Vice President and General Counsel of the Borrower, and (ii) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, special counsel for the Borrowers and each of the Guarantors and GrantorsBorrower, substantially to the effect set forth in the form of EXHIBIT C heretoExhibits E and F, respectively, each (A) dated the Closing Date, (B) addressed to the Agents and the Lenders, and (C) covering such other matters relating to this Agreement and the transactions contemplated hereby as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder shall be satisfactory to the Lenders and satisfactory to Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent. (bc) The Lenders Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or constitutive documentsincorporation, in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsBorrower, certified as of a recent date by the Secretary of State or other appropriate official of the state State of its organizationDelaware, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Borrower as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, the Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws of the Borrower as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolu tions duly adopted by such person's the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents Agreement and the Credit Events borrowings hereunder, as applicable, and that such resolution has resolutions have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation or constitutive documents of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security Document Agreement or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of the Borrower; (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretarythe Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent or any Lender Agent, may reasonably request. (cd) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof4.01. (e) The Administrative Agent and the other Agents and their Affiliates shall have received (i) such amendments to, all Fees and other amounts due and payable on or confirmations of (as requested by the Agents), the Security Documents existing on prior to the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered invoiced, reimbursement or payment of all out-of-pocket expenses required to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed be reimbursed or paid by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings GuaranteeBorrower hereunder. (f) The Syndication Agent commitments under the Existing Credit Agreement shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Servicebeen terminated and all principal, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office interest and other operating offices of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent amounts outstanding thereunder shall have received termination statements been paid in form and substance satisfactory to itfull. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date The 364-day Agreement shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copybeen, or other evidence satisfactory to itshall simultaneously be, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is located, and in which Uniform Commercial Code filings have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed parties thereto and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form full force and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agentseffect.

First Borrowing. The obligations of the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedent: (a) The Lenders shall have received the favorable written opinion of counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, dated the Closing Date, addressed to the Lenders and satisfactory to the Administrative Agent. (b) The Lenders shall have received (i) a copy of the certificate or articles of incorporation or constitutive documents, in each case as amended to date, of each of the Borrowers, the Grantors and the Guarantors, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated as of a recent date; (ii) a certificate of the Secretary of each Borrower, Grantor and Guarantor, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's By-laws as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (B) below, (B) that attached thereto is a true and complete copy of a resolution adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Security Documents, the Notes, the other Loan Documents and the Credit Events hereunder, as applicable, and that such resolution has not been modified, rescinded or amended and is in full force and effect, (C) that such person's certificate or articles of incorporation or constitutive documents has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers executing this Agreement, the Notes, each Security Document or any other Loan Document delivered in connection herewith or therewith, as applicable; (iii) a certificate of another of such person's officers as to incumbency and signature of its Secretary; and (iv) such other documents as the Administrative Agent or any Lender may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 5.01 hereof and the conditions set forth in this Section 5.02. (d) Each Lender shall have received its Revolving Credit Note (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes to be no longer of any force or effect and to be returned to the Borrowers by the Lenders holding same, marked "canceled" promptly after the Closing Date), each duly executed by the Borrowers, payable to its order and otherwise complying with the provisions of Section 2.04 hereof. (e) The Administrative Agent shall have received (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by the applicable Grantors and (iv) confirmations of the Guarantees, including, without limitation, the Holdings Guarantee. (f) The Syndication Agent shall have received certified copies of requests for copies or information on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter ServiceService from April, 1999, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are filed in the appropriate offices in the States in which are located the chief executive office and other operating offices of such personCalifornia or Florida, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent shall have received termination statements in form and substance satisfactory to it. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date closing under the 1999 Credit Agreement shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings made with respect to DCA and each Grantor (not in existence as of the Original Closing Date) in the jurisdictions in which DCA and such Grantors are doing business and/or in which any Collateral is locatedfrom April, and 1999 in which Uniform Commercial Code filings filings, if any, have been made against DCA, each Guarantor (not in existence as of the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) above. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (ivii) evidence that the Transactions are in compliance with all applicable laws and regulations; (viii) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by the Borrowers under this Agreement, the Letter of Interest Agreement or otherwise; (viiv) evidence that all requisite third party consents (including, without limitation, consents with respect to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (viiv) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998;; and (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (xvi) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recorded. (j) Each Agent and the Lenders shall have had the opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers, subsidiaries of the Borrowers, the Grantors and the Guarantors and to make copies thereof, and to conduct customer checkings and checkings with suppliers, insurance companies and dentists affiliated with the Borrowers, and the results of such examination and checkings shall have been satisfactory to the Agents and Lenders in all respects. (k) Each Agent shall have received and had the opportunity to review and determine to be in form and substance satisfactory to it: (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of the Borrowers or their subsidiaries which are not to be repaid on the Closing Date; (iii) copies of all Management Agreements, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the Agents.

First Borrowing. The obligations of On the Lenders in respect of the first Credit Event hereunder is subject to the following additional conditions precedentClosing Date: (a) The Administrative Agent and the Lenders shall have received received, on behalf of itself and the Lenders, a favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrowers and each of the Guarantors and Grantors, substantially in the form of EXHIBIT C hereto, Loan Parties (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) covering such matters relating to the Loan Documents, the Warrant Documents and the Transactions as the Required Lenders or Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and satisfactory to the Administrative Agent. (bc) The Administrative Agent and the Lenders shall have received (i) a copy of the certificate or articles of incorporation (or constitutive documentsthe equivalent thereof), in each case as amended to dateincluding all amendments thereto, of each of the Borrowers, the Grantors and the GuarantorsLoan Party, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each from such Secretary of State or other official and from the Secretary of State or other official of each state in which it is qualified to do business, in each case dated Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower, Grantor and Guarantor, Loan Party dated as of the Closing Date and certifying (A) that attached thereto is a true and complete copy of such person's Bythe by-laws (or the equivalent thereof) of such Loan Party as in effect on the date of such certificate Closing Date and at all times since a date prior to the date of the resolution resolutions described in item clause (B) below, (B) that attached thereto is a true and complete copy of a resolution resolutions (or the equivalent thereof) duly adopted by the board of directors (or the equivalent thereof) of such person's Board of Directors Loan Party authorizing the execution, delivery and performance of this Agreementthe Loan Documents to which such Person is a party and, in the case of the Borrower, the Security Documents, the Notes, the other Loan Documents and the Credit Events borrowings hereunder, as applicable, and that such resolution has resolutions (or the equivalent thereof) have not been modified, rescinded or amended and is are in full force and effect, (C) that such person's the certificate or articles of incorporation (or constitutive documents has the equivalent thereof) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each of such person's officers officer executing this Agreement, the Notes, each Security any Loan Document or any other Loan Document document delivered in connection herewith or therewith, as applicableon behalf of such Loan Party; and (iii) a certificate of another of such person's officers officer as to the incumbency and specimen signature of its Secretary; and the Secretary or Assistant Secretary executing the certificate pursuant to clause (ivii) such other documents as the Administrative Agent or any Lender may reasonably requestabove. (cd) The Administrative Agent and the Lenders shall have received a certificate, dated the Closing Date and signed by the a Financial Officer of each Borrower, the Borrower (i) confirming compliance with the conditions precedent set forth in paragraphs clauses (b) and (c) of Section 5.01 hereof 4.01, (ii) setting forth computations and other evidence, as applicable, in reasonable detail satisfactory to the conditions Required Lenders of the Unrestricted Cash of the Loan Parties as of January 18, 2023 (calculated on a pro forma basis to give effect to the Transactions scheduled to occur on the Closing Date) and demonstrating compliance with the financial covenants set forth in this Section 5.02. 6.10 of the First Lien Loan Agreement as of the fiscal quarter ending September 30, 2022, (diii) Each Lender shall have received its Revolving Credit Note certifying as to the number of issued and outstanding shares of common stock of the Parent as of the Closing Date (which Note shall replace the "Revolving Credit Note" issued in connection with the Original Credit Agreement, such replaced Notes without giving effect to be no longer any exercise of any force or effect Warrants) and to be returned to (iv) attaching a copy of the Borrowers by the Lenders holding same, marked "canceled" promptly after executed First Lien Loan Agreement (as amended as of the Closing Date), each duly executed by the Borrowerscertificated as being true, payable to its order correct and otherwise complying with the provisions of Section 2.04 hereofcomplete. (e) The Administrative Agent shall have received all Fees (i) such amendments to, or confirmations of (as requested by the Agents), the Security Documents existing on the Closing Date, (ii) such additional Security Documents (as requested by the Agents, including, without limitation, an Assignment of Contract with respect to each Management Agreement and Shares Acquisition Agreement in effect on the Closing Date (to the extent not previously delivered to the Administrative Agent)), (iii) to the extent not previously delivered solely as it relates to the Administrative Agent, certificates evidencing the Pledged Stock, together with undated stock powers executed in blank, each duly executed by Administrative Agent Fees) and the applicable Grantors Administrative Agent and (iv) confirmations of the GuaranteesLenders shall have received all other amounts due and payable on or prior to the Closing Date, including, without limitationto the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel for the Holdings GuaranteeLenders and counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Syndication Agent Affiliate Subordination Agreement and the Security Documents shall have received certified copies of requests for copies or information been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on Form UCC-11 or certificates satisfactory to the Syndication Agent of a UCC Reporter Service, listing all effective financing statements which name as debtor DCA, or any Guarantor or any Grantor, in each case, not in existence as of the Original Closing Date, and which are together with (i) proper financing statements in appropriate form to be filed in the appropriate offices specified on Schedule 3.19(a) as may be necessary to perfect the security interests purported to be created by the foregoing Security Documents and (ii) subject to the Intercreditor Agreement, certificates, if any, representing Pledged Equity Interests (as defined in the States Guarantee and Collateral Agreement) constituting certificated securities referred to therein accompanied by undated stock powers executed in which are located blank and instruments, if any, evidencing the chief executive office Pledged Debt Securities (as defined in the Guarantee and other operating offices Collateral Agreement) indorsed in blank. The Administrative Agent on behalf of such person, together with copies of such financing statements. With respect to any Liens not permitted pursuant to Section 7.01 hereof, the Syndication Agent Secured Parties shall have received termination statements a security interest in form the Collateral of the type and substance satisfactory to itpriority described in each Security Document. (g) Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or requested by the Syndication Agent to be filed, registered or recorded in order to create in favor of the The Administrative Agent for its own benefit and for the benefit of the Lenders a first priority perfected security interest in the Collateral acquired after the Original Closing Date shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Syndication Agent shall have received an acknowledgment copya Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, or other evidence satisfactory to it, of each such filing, registration or recordation. (h) The Syndication Agent and shall have received the results of a search of tax and other Liens, and judgments and of the Uniform Commercial Code filings (or equivalent filings) made with respect to DCA and each Grantor the Loan Parties in the states (not in existence or other jurisdictions) of formation of such Persons, as indicated on such Perfection Certificate, together with copies of the Original Closing Datefinancing statements (or similar documents) in the jurisdictions in which DCA and disclosed by such Grantors are doing business and/or in which any Collateral is locatedsearch, and accompanied by evidence satisfactory to the Required Lender that the Liens indicated in which Uniform Commercial Code filings any such financing statement (or similar document) would be permitted under Section 6.02 or have been made against DCAor will be contemporaneously released or terminated. (h) The Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each Guarantor of which (not i) shall be reasonably acceptable to the Required Lenders and (ii) except as otherwise agreed by the Required Lenders in existence their sole discretion, and subject to Section 5.13, shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as of additional insured, in form and substance reasonably satisfactory to the Original Closing Date) and each Grantor (not in existence as of the Original Closing Date) pursuant to paragraph (g) aboveRequired Lenders. (i) The Lenders and the Agents shall have received and determined to be in form and substance satisfactory to them: (i) a copy of a field examination of DCA's books and records; (ii) evidence of the compliance by the Borrowers with Section 6.03 hereof; (iii) the financial statements described in Section 4.07 hereof; (iv) evidence that the Transactions are in compliance with all applicable laws and regulations; (v) evidence of payment of all fees owed to the Administrative Agent and Syndication Agent and the Lenders by shall have received evidence (reasonably acceptable to the Borrowers under this AgreementRequired Lenders) that, as of the Closing Date and immediately after giving pro forma effect to the Transactions, the Letter of Interest or otherwise; (vi) evidence that all requisite third party consents (including, without limitation, consents with respect Unrestricted Cash shall be equal to each of the Borrowers and each of the Grantors and Guarantors) to the Transactions have been received; (vii) evidence that there has been no material adverse change in the business, assets, operations or financial condition of the Borrowers and subsidiaries since December 31, 1998; (viii) evidence of the repayment of all amounts owing under or in connection with, and the termination of, all security interest filings relating to, the exiting credit facility of DCA with NationsBank, N.A.; (ix) evidence that all dental practices affiliated with any of the Borrowers have entered into a Management Agreement (and a Shares Acquisition Agreement if the Management Agreement is in the form of EXHIBIT J-1 annexed hereto) (and except for (i) Serra Park Dental Group, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S. & Associates, Dental Corporation, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ D.D.S., Dental Corporation and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ D.D.S., Dental Corporation an Assignment of Contract has been executed and delivered in connection thereto); (x) evidence that there are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending or threatened against or affecting any Borrowers or any subsidiary thereof or any of their respective businesses, assets or rights which involve any of the Transactions; and (xi) evidence that all of the Uniform Commercial Code financing statements described on Schedule II have been properly executed and recordedleast $7,500,000. (j) Each of the Lenders as of the Closing Date shall have received a promissory note duly executed by the Borrower and in a form and substance reasonably acceptable to the Required Lenders and the Borrower. (k) The Existing Convertible Notes Exchange shall have been consummated prior to or substantially concurrently with the Borrowing of the Initial Term Loans, and the Parent shall have executed and delivered the DWAC Order to the trustee under the Existing Convertible Notes Indenture. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have no outstanding Indebtedness for borrowed money other than (a) Indebtedness outstanding under this Agreement, (b) Indebtedness outstanding under the First Lien Loan Agreement and (c) outstanding Indebtedness set forth on Schedule 6.01(a). (l) The Lenders shall have received the financial statements and audit opinion referred to in Section 3.05. (m) The Administrative Agent and the Lenders shall have had received a certificate from the opportunitychief financial officer of the Borrower certifying that immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan on the Closing Date and after giving effect to the application of the proceeds of each Loan on the Closing Date, if they so choose(a) the fair value of the assets of the Parent, the Borrower and their Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Parent, the Borrower and their Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to examine pay the books probable liability of account their debts and other records liabilities, subordinated, contingent or otherwise, as such debts and files of other liabilities become absolute and matured; (c) the Borrowers, subsidiaries of the BorrowersParent, the Grantors Borrower and their Subsidiaries, on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Guarantors Parent, the Borrower and to make copies thereoftheir Subsidiaries, and on a consolidated basis, will not have unreasonably small capital with which to conduct customer checkings the business in which they are engaged as such business is now conducted and checkings with suppliers, insurance companies and dentists affiliated with is proposed to be conducted following the Borrowers, and the results of such examination and checkings Closing Date. (i) The Warrants shall have been satisfactory duly executed by the Parent, shall be in full force and effect on the Closing Date and shall have been issued to the Agents Warrant Investors in accordance with the terms hereof and Lenders thereof, (ii) the Registration Rights Agreement shall have been duly executed by the Parent and each other party thereto (if any) and shall be in all respectsfull force and effect on the Closing Date, (iii) the Parent has fully complied with or obtained appropriate consents or waivers with respect to any outstanding rights of first refusal, rights of first offer, pre-emptive rights or anti-dilution rights or redemption or repurchase rights with respect to the issuance of the Warrants (and the potential issuances of Equity Interests in the Parent upon the exercise of the Warrants) to the Warrant Investors and (iv) the Equity Interests in the Parent issuable upon the exercise of the Warrants shall have been duly authorized and reserved by the Parent in such number as necessary for the future honoring of its obligations under the Warrants. (ko) Each Agent The requisite lenders and agents under the First Lien Loan Agreement shall have received approved or consented to the Transactions and had the opportunity other transactions contemplated hereby to review the extent required, including the entry into this Agreement and determine the other Loan Documents, the incurrence of debt and liens hereunder and the performance of the Loan Parties under the Loan Documents, and shall have executed an amendment and waiver to be the First Lien Loan Agreement in form and substance satisfactory reasonably acceptable to it:the Borrower and to the Lenders. (p) All requisite Governmental Authorities and third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby. (q) The Administrative Agent and the Lenders shall have received (i) copies of all real property lease agreements entered into by any of the Borrowers and their subsidiaries (to the extent not delivered on the Original Closing Date); requested, an executed Beneficial Ownership Certificate and (ii) copies of all loan agreements, notes and other documentation evidencing Indebtedness for borrowed money of any of to the Borrowers or their subsidiaries which are not extent requested at least five Business Days prior to be repaid on the Closing Date; , a properly completed and duly executed IRS Form W-9 (iiior other applicable tax form) copies of from the Borrower and all Management Agreementsother documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Share Acquisition Agreements, Purchase Agreements and earn-out agreements to which any Loan Party is a party as of including the Closing Date (to the extent not delivered on the Original Closing Date); and (iv) if applicable, copies of an amendment to the terms and provisions of the Convertible Subordinated Note in form and substance satisfactory to the AgentsUSA PATRIOT Act.