Common use of Authority Documents Clause in Contracts

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina; (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaDelaware; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇L▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina;Maryland. (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Holland & ▇▇▇▇▇▇ LLPKnight, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaTexas; (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board Board of directors Directors of the Company, and or any duly authorized committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion opinions of ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ , LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Third Amended and Restated Articles of the Incorporation of Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaWisconsin; (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Second Amended and Restated Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and the Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaIndiana; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Faegre Drinker B▇▇▇▇▇ & ▇▇R▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaIndiana; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents;; and (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and. (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Faegre Drinker B▇▇▇▇▇ & ▇▇R▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement AgentPurchaser.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaNew York; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at as Exhibit B C attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence status of the Company issued by the Secretary of State of the State of North CarolinaFlorida; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ (US) LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at as Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaGeorgia; (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of T▇▇▇▇▇▇▇ P▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & S▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at attached hereto as Exhibit B C attached hereto addressed to the Purchasers and the Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence existence/good standing of the Company issued by the Secretary of State of the State of North Carolina;Indiana. (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and the Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; ; (b) A certificate of existence of the Company issued by the Secretary Department of State Licensing and Affairs of the State of North Carolina; Michigan; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; ; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; ; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ Bird LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at as Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina;New York. (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina;Texas. (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ US LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina;Maryland. (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary State Department of State Assessments and Taxation of the State of North CarolinaMaryland; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Subordinate Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLPLLC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at as Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles of the CompanyIncorporation of Company and all amendments thereto; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the CompanyCompany and all amendments thereto; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of W▇▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇Y▇▇▇▇ & ▇P▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North Carolina;Texas. (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ A▇▇▇▇▇ & ▇▇▇▇▇▇ Bird LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence good standing of the Company issued by the Secretary of State of the State of North Carolina;New Jersey. (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence good standing of the Company issued by the Secretary of State of the State of North Carolina;Michigan. (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. 7 (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence of the Company issued by the Secretary of State of the State of North CarolinaNevada; (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇S▇▇▇▇ W▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLPPLLC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at as Exhibit B attached hereto addressed to the Purchasers and the Placement AgentAgents.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles of the Incorporation, of Company; (b) A certificate of existence of the Company issued by the Secretary of State the Commonwealth of the State Commonwealth of North CarolinaPennsylvania; (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ , LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles Charter of the Company; (b) A certificate of existence good standing of the Company issued by the Secretary of State of the Maryland State Department of North Carolina;Assessments and Taxation. (c) A copy, certified by the Secretary or Assistant Secretary of the CompanySecretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes Note and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles of the Company; (b) A certificate of existence good standing of the Company issued by the Secretary of Virginia State of the State of North CarolinaCorporation Commission; (c) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the issuance of the Subordinated Notes and the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ , LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.