Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Investors and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request).

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Credit Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interests and Warrants and other Liens contemplated hereby or by the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing the Company executing Credit Agreement and the Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying as to the operations conditions set forth in Sections 4.01(k) and affairs of the Company as the Investors or their counsel reasonably may request4.01(l).

Supporting Documents. The Investors Purchasers purchasing shares in such Closing and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;. (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the date of such Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementAgreements, the issuance, sale and delivery of the Notes and Warrants Shares, and the reservation, issuance and delivery of the Warrant shares of Common Stock issuable upon conversion of the Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Agreements; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above, except for the filing of the Restated Certificate; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Agreements, the Security Agreement, stock certificates representing the Notes and Warrants Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Sections 3.01 through 3.15 hereunder and in the other Loan Documents and made by it as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes a Default or an Event of Default.

Supporting Documents. The Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of DelawareWashington, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next business day preceding the date of the First Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the First Closing and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or (and any committees thereof) and the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Purchased Notes and Warrants and the reservation, issuance and delivery of the Warrant Preferred Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementeffect; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (D4) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreement, stock certificates representing the Purchased Notes and Warrants the Preferred Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel such Purchaser may reasonably may request.

Supporting Documents. The Investors Medtronic and their its counsel shall have received copies of the following documents: (ia) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Delaware dated as of a recent date within five days prior to the Closing Date as to the due incorporation and good standing of the Company, Company and the payment of all excise taxes by the Company and listing all documents of the Company on file with said SecretarySecretary of State, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (iib) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing and Date certifying: (Ai) that attached thereto is a true the Company's Certificate of Incorporation and complete copy of the By-laws of the Company as in effect on Bylaws have not been amended since the date of such certificationthe copies thereof previously delivered to Medtronic; (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery delivery, and performance of this Agreement and the Security Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Purchased Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (Diii) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreementstock certificates representing the Purchased Shares, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iib); and (iiic) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Medtronic or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel Phoenix at the Closing shall have received copies of the following documentsfollowing: (i1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to Phoenix; (3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Vice President and Assistant Treasurer of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Incorporation Designation (Series C), the Amended and Restated Certificate of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and Designation (Series B) a certificate and the Second Amended and Restated Certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; Designation (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationSeries A-1); (B) that attached thereto is a true the issuance and complete copy of all resolutions adopted by the Board of Directors or the shareholders delivery of the Company authorizing Purchased Shares, the Conversion Shares, the Warrants and the Warrant Shares; (C) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; and (D) the execution, delivery and performance of this Agreement and the Security Agreement, the issuanceCertificate of Designation (Series C), sale the Amended and delivery Restated Certificate of Designation (Series B), the Notes Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the reservation, issuance other Transaction Documents and delivery all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copies of resolutions of the Warrant SharesSpecial Committee of the Board of Directors of the Company, certified by the Vice President and that all such resolutions are in full force Assistant Treasurer of the Company, authorizing, approving and effect recommending the approval by the Board of (A) the issuance of the Purchased Shares and are all the resolutions adopted in connection with Warrants; (B) the consummation of the transactions contemplated by this AgreementAgreement and the other Transaction Documents; and (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; execution, delivery and (D) to the incumbency and specimen signature of each officer of the Company executing any performance of this Agreement, the Security AgreementCertificate of Designation (Series C), the Notes Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer the other Transaction Documents; (5) Copy of the Company as to Certificate of Incorporation and the incumbency and signature By-laws of the officer signing Company, certified by the certificate referred to in this clause (ii)Vice President and Assistant Treasurer of the Company; and (iii6) such additional supporting documents A certificate of incumbency executed by the Vice President and other information with respect to the operations and affairs Assistant Treasurer of the Company as (A) certifying the Investors names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and (4) above and (B) further certifying that the Certificate of Designation (Series C) delivered to Phoenix at the time of the execution of this Agreement has been validly adopted and has not been amended or their counsel reasonably may requestmodified.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsLoan Parties in form and substance reasonably satisfactory to the Administrative Agent: (i) to the extent available in the applicable jurisdiction, (Ax) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation (other than in respect of any entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of that entity and (By) a certificate of said Secretary good standing issued by the Registrar of Companies dated as of a recent date as to in respect of each Loan Party incorporated, registered or formed in the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said SecretaryCayman Islands; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation, registration or formation and the memorandum and articles of association, by-laws or limited liability company or other operating agreement (as the case may be) (or equivalent constitutional documents) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation, registration or formation (or equivalent constitutional documents) of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or similar authorized person of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrowers certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties of all of the Loan Parties set forth in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, immediately after giving effect to the Transactions) and (B) as to the absence of any Early Amortization Event or an Event of Default occurring and continuing on the Closing Date immediately after giving effect to the Transactions.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Credit Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing the Company executing Credit Agreement and the Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Sections 3.01 through 3.15 hereunder and in the other Loan Documents and made by it as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes a Default or an Event of Default.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Credit Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing the Company executing Credit Agreement and the Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Article III hereunder and in the other Loan Documents and made by it as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes a Default or an Event of Default.

Supporting Documents. The Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of DelawareWashington, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next business day preceding the date of the Second Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the Second Closing and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or (and any committees thereof) and the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesPurchased Notes, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementeffect; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (D4) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreementcertificates representing the Purchased Notes, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel such Purchaser may reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsLoan Parties: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date within 90 days of the ARCA Effective Date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company operating agreement of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants other Liens contemplated hereby and by the reservationSecurity Documents, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Investor shall have received copies of the following documents:supporting documents (in form and substance satisfactory to the Investor): (ia) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or formation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iib) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next Business Day preceding the Closing Date as to the continued good standing of the Company; (c) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the Closing Date and certifying: : (Ai) that attached thereto is a true true, correct and complete copy of the Certificate of Incorporation of the Company as in effect on and as of the Closing Date (which shall be in form and substance satisfactory to the Investor) and that no action has been taken or is proposed to be taken by or on the part of the Company to amend or modify the same in any respect or to liquidate, dissolve or wind up the affairs of the Company; (ii) that attached thereto is a true, correct and complete copy of the By-laws of the Company as in effect on and as of the date Closing Date (which shall be in form and substance satisfactory to the Investor) and that no action has been taken or is proposed to be taken by or on the part of such certification; the Company to amend or modify the same in any respect; (Biii) that attached thereto is a true are true, correct and complete copy copies of all resolutions adopted by the Board of Directors or (and any committees thereof) and the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Documents to which the Company is or will be a party and the Security Agreement, the issuance, sale sale, and delivery of the Notes Shares (which resolutions shall be in form and Warrants and substance satisfactory to the reservation, issuance and delivery of the Warrant SharesInvestor), and that all such resolutions are still in full force and effect and are all that no action has been taken or is proposed to be taken by or on the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation part of the Company has not been amended since to amend, modify or rescind the date of the last amendment referred to same in the certificate delivered pursuant to clause any respect; and (i)(Biv) above; and (D) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreement, stock certificates representing the Notes and Warrants Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiv); and (iiid) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel Investor may reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default; and (iiiiv) such additional supporting documents and other information with respect an incumbency certificate of the Collateral Agent as to the operations person or persons authorized to execute and affairs deliver this Agreement, the Collateral Documents, and any other documents to be executed on behalf of the Company as Collateral Agent in connection with the Investors transactions contemplated hereby and the signatures of such person or their counsel reasonably may requestpersons.

Supporting Documents. The Investors Parent and their counsel Acquisition Corp. shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of the Certificate board of Incorporation directors and the stockholders of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company authorizing and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Secretary of State of Delaware: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Security Agreement, Certificate of Merger and the issuance, sale and delivery consummation of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesMerger shall have been duly made or obtained, and all material consents by third parties that all such resolutions are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in full force and effect and are all respect of, this Agreement or the resolutions adopted in connection with Certificate of Merger or the carrying out of the transactions contemplated by this Agreement; the Merger Documents. (C3) that Evidence as of a recent date of the Certificate of Incorporation good standing and corporate existence of the Company has not been amended since issued by the date Secretary of State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the last amendment referred to United States and in each other jurisdiction where the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer character of the Company executing any property owned or leased by it or the nature of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); andits activities makes such qualification necessary. (iii4) such Such additional supporting documents documentation and other information with respect to the operations transactions contemplated hereby as Parent and affairs of the Company as the Investors or their counsel Acquisition Corp. may reasonably may request.

Supporting Documents. The Investors Parent and their counsel Acquisition Corp. shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of the Certificate Board of Incorporation Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents. (4) A certificate of the Chief Executive Officer of the Company certifying the satisfaction of the matters set forth in Section 6.14 hereof, together with copies of the consents of the holders of such securities to such conversions. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware, Delaware and (B) evidence that the Company is qualified to transact business as a certificate of said Secretary dated as of a recent date as to the due incorporation foreign corporation and is in good standing in each state of the Company, United States and in each other jurisdiction where the payment of all excise taxes by the Company and listing all documents character of the Company on file with said Secretary;property owned or leased by it or the nature of its activities makes such qualification necessary. (ii6) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such Such additional supporting documents documentation and other information with respect to the operations transactions contemplated hereby as Parent and affairs of the Company as the Investors or their counsel Acquisition Corp. may reasonably may request.

Supporting Documents. The Investors and their counsel Company shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of Parent's and Acquisition Corp.'s respective boards of directors and the Certificate sole shareholder of Incorporation of the CompanyAcquisition Corp., certified as of a recent date by the Secretary of State of the State of Delawaretheir respective Secretaries, authorizing and (B) a certificate of said Secretary dated as of a recent date as approving, to the due incorporation and good standing of the Companyextent applicable, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuanceStatement of Merger, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation Merger, the Certificate of Amendment and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the Company has officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles or certificates of incorporation and Bylaws of Parent and Acquisition Corp. appended thereto have not been amended since or modified. (3) A certificate, dated the date Closing Date, executed by the Secretary of each of the last amendment referred to in Parent and Acquisition Corp., certifying that, except for the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer filing of the Company executing Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement, the Security AgreementCertificate of Merger, the Notes Certificate of Merger, the Certificate of Amendment and Warrants and any certificate the consummation of the Merger shall have been duly made or instrument furnished pursuant heretoobtained, and all material consents by third parties required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by any of the Merger Documents. (4) A certificate of Computershare Trust Company, Inc., Parent's transfer agent and registrar, certifying as of the business day prior to the Closing Date, a certification true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by another each record owner. (5) The executed resignations of E▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. as a director and officer of Parent, with the officer resignation to take effect at the Effective Time, with the appointment of H▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III, as President and CEO of Parent and S▇▇▇▇▇ ▇▇▇▇▇ as CFO, Treasurer, and Secretary of Parent, to take effect at the Effective Time, and with the resignation of E▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. as director to take effect upon compliance with Section 14(f) of the Exchange Act and rules promulgated thereunder. (6) A resolution of the Board of Parent, effective as of the Effective Time, appointing H▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III as a director of Pubco. (7) Evidence as of a recent date of the good standing and corporate existence of the Parent made available to the Company by the Secretary of State of Delaware and evidence that the Parent is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. (8) Evidence as of a recent date of the good standing and corporate existence of Acquisition Corp. issued by the Secretary of State of Delaware. (9) No more than 19% of the Stockholders of the Company as to shall have voted against the incumbency and signature Merger or shall have demanded or exercised their appraisal rights pursuant Section 262 of the officer signing the certificate referred to in this clause (ii); andDGCL. (iii10) such Such additional supporting documents documentation and other information with respect to the operations and affairs of transactions contemplated hereby as the Company as the Investors or their counsel may reasonably may request.

Supporting Documents. The Investors UniHolding and their its counsel shall have received copies of the following documents: (i) (A) the NDA's Certificate of Incorporation of the CompanyIncorporation, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B) a certificate of said the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and good standing of the CompanyNDA, the payment of all excise taxes by the Company NDA and listing all documents of the Company NDA on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company NDA dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company NDA as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company NDA authorizing the execution, delivery and performance of this Agreement, the Option Agreement, the Registration Rights Agreement and the Security Stockholders' Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and the Stockholders, Agreement; (C) that the NDA's Certificate of Incorporation of the Company attached hereto as Exhibit C is in full force and effect and has not been amended since amended; (D) no default, or occurrence or omission which, with notice or the date passage of time or both, would result in an event of default under any agreement to which NDA is a party, shall have occurred or will occur as a result of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) abovesale of Shares; and (DE) to the incumbency and specimen signature of each officer of the Company NDA executing any of this Agreement, the Security Option Agreement, the Notes Registration Rights Agreement, the Stockholders' Agreement and Warrants and any certificate or instrument furnished pursuant hereto, the stock certificates representing the Shares and a certification by another officer of the Company NDA as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company NDA as the Investors UniHolding or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company such entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of Credit extensions hereunder (to the Company authorizing extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors date of the initial Loans or their counsel reasonably may requestinitial Letter of Credit, whichever first occurs, except to the extent that any such representation or warranty relates to a specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date after giving effect to the Consummation of the Plan of Reorganization and to the Closing Date Transactions and (B) the absence of any event occurring and continuing, or resulting from the initial extensions of credit on the Closing Date that constitutes an Event of Default or event which, with giving of notice or passage of time or both, would be an Event of Default.

Supporting Documents. The Investors and their counsel Sibling shall have received copies of the following documentsfollowing: (i) Copies of resolutions of the Board of Directors and the stockholders of Sona, certified by the Secretary of Sona, authorizing and approving the execution, delivery and performance of the Acquisition Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (ii) A certificate of incumbency executed by the Secretary of Sona certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the articles of incorporation and bylaws of Sona delivered to Sibling at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (iii) A certificate, dated the Closing Date, executed by Sona’s Secretary, certifying that: (A) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the Certificate execution and delivery of Incorporation this Agreement and the consummation of the CompanyAcquisition shall have been duly made or obtained, certified and all material consents by third parties that are required for the Acquisition have been obtained; and (B) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by the Acquisition Documents. (iv) The executed resignation of ▇▇▇▇ ▇▇▇▇▇▇▇, as an officer and director of Sona, with the resignations to take effect at the Closing Date. (v) Evidence as of a recent date of the good standing and corporate existence of Sona issued by the Secretary of State of the State of Delaware, Texas and (B) evidence that Sona is qualified to transact business as a certificate of said Secretary dated as of a recent date as to the due incorporation foreign corporation and is in good standing in each state of the Company, United States and in each other jurisdiction where the payment of all excise taxes by the Company and listing all documents character of the Company on file with said Secretary;property owned or leased by it or the nature of its activities makes such qualification necessary. (iivi) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such Such additional supporting documents documentation and other information with respect to the operations and affairs transactions contemplated hereby as Sibling may reasonably request including, but not limited to, the acceptance of the Company as executive compensation agreements referred to in Section 3.19 hereof and the Investors or their counsel reasonably may requestagreement to accept the RHS Debenture so that any conversion of the RHS Debenture into Sibling shares shall now provide conversion into Sona shares.

Supporting Documents. The Investors WCAS VII (on behalf of the Purchases and their its counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an a Assistant Secretary of the Company dated the Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the Registration Rights Agreement Amendment, the Amended and Restated Stockholders Agreement, the Note and the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Registration Rights Agreement Amendment, the Amended and Restated Stockholders Agreement, the Notes Note and Warrants the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or Purchasers of their counsel may reasonably may requestrequest All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsLoan Parties in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) to the Certificate extent available in the applicable jurisdiction, a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the state of such entity’s incorporation or formation (other than in respect of any entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of that entity and as to the charter documents on file in the office of such Secretary of State of Delaware, and (B) a certificate of said Secretary good standing issued by the Registrar of Companies dated as of a recent date as to in respect of each Loan Party incorporated, registered or formed in the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said SecretaryCayman Islands; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation, registration or formation and the memorandum and articles of association, by-laws or limited liability company or other operating agreement (as the case may be) (or equivalent constitutional documents) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation, registration or formation (or equivalent constitutional documents ) of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or similar authorized person of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from each Loan Party certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty by its terms is made as of a different specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions), (B) as to the absence of any Early Amortization Event or an Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions and (C) such other matters as agreed between the Borrowers and the Administrative Agent.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower: (i) (A) the Certificate of Incorporation a copy of the CompanyBorrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date date, as to the due incorporation and good standing of the Company, Borrower (to the payment of all excise taxes by extent available in the Company applicable jurisdiction) and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company Borrower dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company Borrower as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors or the shareholders directors of the Company Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company Borrower has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.

Supporting Documents. The Investors Purchasers and their counsel shall will have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, as amended, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreementand Pledge Agreements, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesWarrants, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreementand Pledge Agreements, the Notes and Notes, the Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request. All such documents will be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company such entity dated the Closing date of the initial Loans hereunder and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors date of the initial Loans, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date after giving effect to the Consummation of the Plan of Reorganization and to the Transactions and (B) the absence of any event occurring and continuing, or resulting from the initial extensions of credit on the Closing Date that constitutes an Event of Default or event which, with giving of notice or passage of time or both, would be an Event of Default.

Supporting Documents. The Investors and their counsel At the Closing, the Purchasers shall have received copies of the following documents: (a) (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (Bii) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing subsistence of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;; and (iib) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bi) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale sale, delivery, and delivery performance of the Notes and Warrants the Warrants, and the reservation, issuance and delivery of the Warrant SharesShares upon the exercise of the Warrants, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cii) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ba)(ii) above; and (Diii) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security AgreementNotes, and the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iib); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.;

Supporting Documents. The Investors Parent and their counsel Acquisition Corp. shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of the Certificate Board of Incorporation Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents. (4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware, Delaware and (B) evidence that the Company is qualified to transact business as a certificate of said Secretary dated as of a recent date as to the due incorporation foreign corporation and is in good standing in each state of the Company, United States and in each other jurisdiction where the payment of all excise taxes by the Company and listing all documents character of the Company on file with said Secretary;property owned or leased by it or the nature of its activities makes such qualification necessary. (ii5) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such Such additional supporting documents documentation and other information with respect to the operations transactions contemplated hereby as Parent and affairs of the Company as the Investors or their counsel Acquisition Corp. may reasonably may request.

Supporting Documents. The On or prior to the Closing Date the Investors and their counsel shall have received copies of the following supporting documents: (ia) (A) the Certificate of Incorporation a copy of the Company, New Articles certified as of a recent date by the Secretary of State of the State of Delaware, and Ohio; (Bb) a certificate of said Secretary dated as of a recent date as to the due incorporation organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iic) a certificate of the Secretary or an Assistant Secretary comparable representative of the Company Company, dated the Closing Date and certifying: (A1) that attached thereto is a are true and complete copy copies of the By-laws New Articles and Regulations of the Company as in effect on the date of such certification; (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the Shareholders Agreement, the issuance, sale, and delivery of the New Class B Preferred and of the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery shares of Common Stock upon conversion of the Warrant SharesNew Class B Preferred, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation New Articles of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bb) above; and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Shareholders Agreement, the Notes and Warrants certificate or certificates representing the New Class B Preferred and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iic); and (iiid) such additional supporting documents and other information with respect to the operations and affairs of the Company as a majority in interest of the Investors or and their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Investors On or prior to the Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Certificate of Incorporation of the CompanyCompany (as the same shall be in effect after giving effect to the Merger), including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, which shall be substantially in the form of Exhibit D hereto, and (B2) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of relating to the Company on file with said Secretary;official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification (as the same shall be in effect after giving effect to the Merger), which shall be substantially in the form of Exhibit E hereto; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the Security AgreementMerger Agreements, the issuance, sale and delivery of the Notes CCW Shares, the issuance, sale and Warrants delivery by Centennial (as the corporation surviving the Merger) of the Centennial Shares and the reservation, issuance Note and delivery the performance of the Warrant Sharestransactions contemplated by the Merger Agreement, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this AgreementAgreement and the Ancillary Agreements, the Security Agreementstock certificates representing the CCW Shares, the Notes Note and Warrants the stock certificates representing the Centennial Shares (on behalf of the corporation surviving the Merger) and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors and their counsel At the Closing, the Purchaser shall have received copies of the following documents: (a) (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State Commonwealth of Delaware, Massachusetts and (Bii) a certificate (A) of said Secretary dated as of a recent date as to the due incorporation and good standing subsistence of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and subsistence of Bart▇▇▇, ▇▇d listing all documents of Bart▇▇▇ ▇▇ file with said Secretary; (iib) a certificate of the Secretary Clerk or an Assistant Secretary Clerk of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bi) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementOther Loan Documents, the issuance, sale sale, delivery, and delivery performance of the Notes Note and Warrants the Warrant, and the reservation, issuance and delivery of the Warrant SharesShares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cii) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Ba)(ii) above; and (Diii) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security AgreementNote, the Notes Other Loan Documents, and Warrants the Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iib); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bart▇▇▇ ▇▇ the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (iiif) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their its counsel may reasonably may request.

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) in the Certificate of Incorporation case of the CompanySelling Shareholder Closing, a certified copy of the Existing Articles as of a recent date by and, in the Secretary of State case of the State Closing, a certified copy of Delawarethe Articles, and (B) a certificate of said Secretary status dated as of a recent date as to from the due incorporation and good standing Ministry of the Company, the payment of all excise taxes by Government Services (Ontario) stating that the Company is incorporated under the Business Corporations Act (Ontario) (the “OBCA”) and listing all documents of has not been discontinued or dissolved under the Company on file with said SecretaryOBCA; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or and the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the Amalgamation, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Existing Articles has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, share certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel On or prior to the Closing Date, the Lender shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary good standing for the Company and each of its Subsidiaries from the secretary of state of the state of its organizational jurisdiction dated as of a recent date as to the due incorporation and good standing date; (ii) certified copies of the Company, the payment Certificate of all excise taxes by Incorporation and By-laws of the Company and listing all documents each of the Company on file with said Secretary; its Subsidiaries; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company and each of its Subsidiaries which is a Guarantor dated the Closing Date and certifying: (Ax) that neither the Certificates of Incorporation nor the By-laws of the Company and each of its Subsidiaries has been amended since the date of their certification (or if there has been any such amendment, attaching a certified copy thereof); (y) with respect to the Company and each Subsidiary which is a Guarantor, that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company or Guarantor, as the case may be, authorizing the execution, delivery and performance of this Agreement each Loan Document to which it is a party and the Security Agreement, the issuance, sale borrowings and delivery other extensions of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) abovecredit hereunder; and (Dz) with respect to the Company and each Subsidiary which is a Guarantor, the incumbency and specimen signature of each officer of the Company or Guarantor, as the case may be, executing any of this Agreement, the Security Agreement, the Notes and Warrants each Loan Document to which it is a party and any certificate certificates or instrument instruments furnished pursuant heretohereto or thereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause Company; and (ii); and (iiiiv) such additional supporting other documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel Lender may reasonably may request.

Supporting Documents. The On or prior to the Closing Date the Investors and their counsel shall have received copies of the following supporting documents: (ia) (A) the Certificate of Incorporation a copy of the CompanyExisting Articles, as amended hereunder, certified as of a recent date by the Secretary of State of the State of Delaware, and Ohio; (Bb) a certificate of said Secretary dated as of a recent date as to the due incorporation organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iic) a certificate of the Secretary or an Assistant Secretary comparable representative of the Company Company, dated the Closing Date and certifying: (A1) that attached thereto is a are true and complete copy copies of the By-laws Existing Articles, as amended hereunder, and Regulations of the Company as in effect on the date of such certification; (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale, and delivery of the New Class B Preferred and of the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery shares of Common Stock upon conversion of the Warrant SharesNew Class B Preferred, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation Existing Articles, as amended hereunder, of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bb) above; and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, certificate or certificates representing the Notes and Warrants New Class B Preferred and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iic); and (iiid) such additional supporting documents and other information with respect to the operations and affairs of the Company as a majority in interest of the Investors or and their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Investors and their counsel Buyer shall have received copies the documents set forth below: 8.3.1 Certificate(s) representing all of the following documents:Shares, free and clear of all Liens, with any necessary federal, state and local transfer stamps affixed thereto, duly endorsed or accompanied by duly executed stock powers, in the form attached hereto as Exhibit 8.3.1; 8.3.2 Certificate(s) representing all of the ownership interests of the Companies’ Subsidiaries; 8.3.3 A certificate signed by an authorized officer of the Shareholder dated the Closing Date and certifying that (i) (A) the Certificate of Incorporation representations and warranties of the Company, certified Companies and the Shareholder set forth in Article 5 and Article 6 hereof are true and correct at and as of the Closing Date, as though then made (other than those representations and warranties that address matters as of particular dates, in which case such representations and warranties shall be true and correct as of such particular dates), except to the extent that failure of such representations and warranties to be true and correct as of such date do not result in a recent date by the Secretary of State of the State of DelawareMaterial Adverse Effect, and (Bii) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the CompanyClosing Date, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;that condition set forth in Section 8.1 is satisfied. (ii) a certificate 8.3.4 Certificates of the Secretary or an Assistant Secretary of the Company Companies and the Companies’ Subsidiaries dated the Closing Date and certifying: (Ai) that attached thereto is a true and complete copy of the By-laws organizational documents (e.g., Articles of the Company Incorporation/Organization and Bylaws/Operating Agreement) of such entity as in effect on the date of such certification; and (Bii) that the organizational documents have not been amended since the date of the last amendment referred to in the organizational documents attached pursuant to subsection (i) above; 8.3.5 A certificate of the Secretary or an Assistant Secretary of the Shareholder dated the Closing Date and certifying that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders Managers of the Company Shareholder authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale ancillary agreements and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, all transactions contemplated by this Agreement and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation as of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)Closing Date; and (iii) such additional supporting documents 8.3.6 Certificates of good standing for the Companies and other information with respect to the operations and affairs Companies’ Subsidiaries from the Secretary of State of the Company as the Investors or their counsel reasonably may requestjurisdiction in which such entity was formed dated no more than five (5) days prior to Closing.

Supporting Documents. The Investors and their counsel Purchaser shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents (C) a certificate of the Secretary of State of the State of New York, dated as of a recent date, as to the good standing of the Company on file with said Secretary;in such state; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, including the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Purchased Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and ; (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the CompanyCompany (both corporate and tax), the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;; and (C) a certificate of the Secretary of State of Washington dated as of a recent date as to the good standing of the Company; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes Preferred Shares and Warrants the reservation, issuance and delivery of the Conversion Shares, the issuance and delivery of the ISB shares, the issuance and delivery of the Warrants, and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveCharter was originally filed; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreementstock certificates representing the Preferred Shares, the Notes and stock certificates representing the ISB Shares, the Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement, Amendment No. 1 to the Registration Rights Agreement, Amendment No. 1 to the Stockholders Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, Amendment No. 1 to the Security Registration Rights Agreement, Amendment No. 1 to the Notes Stockholders Agreement and Warrants the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

Supporting Documents. The Investors As of the Closing Date, Purchaser and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;Secretary and a certificate of said Secretary as to the good standing of the Company; and (ii) a certificate of the Company’s Secretary or an Assistant Secretary dated as of the Company dated the Closing and Date, certifying: (A) that attached thereto is a true true, correct and complete copy of the By-laws of the Company Bylaws as in effect on the date of such certificationcertification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Common Shares, and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes and Warrants Common Shares and any certificate or instrument furnished pursuant heretothereto, and a certification by another authorized officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors On or prior to the Second Closing Date, the Investor and their its counsel shall have received copies of the following supporting documents: (i) (A) copies of the Certificate of Incorporation Formation of the CompanyCompany (or Certificate of Incorporation if the Company has become a corporation), and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and Delaware Secretary; (B) a certificate of said the Delaware Secretary dated as of a recent date as to the due incorporation formation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iiC) a confirmation from the Delaware Secretary as of the close of business on the next business day preceding the Second Closing Date as to the continued good standing of the Company; and (D) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Second Closing Date and certifying: (A1) that attached thereto is a true and complete copy of the By-laws Amended Operating Agreement (or Certificate of Incorporation and Bylaws if the Company has become a corporation) of the Company as in effect on the date of such certification; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement, the Amended Operating Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants and Member Interests to be purchased by the reservation, issuance and delivery of the Warrant SharesInvestor, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation Formation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(BB) above; and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, Amended Operating Agreement and the Notes and Warrants Registration Rights Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iivi); and (iii) . All such additional supporting documents shall be reasonably satisfactory in form and other information with respect substance to the operations Investor and affairs of the Company as the Investors or their counsel reasonably may requestits counsel.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation Good Standing of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and Agreement, the Security Registration Rights Agreement, the Standstill Agreement, the Amendment No. 1 to Rights Agreement, the issuance, sale and delivery of the Notes Preferred Shares and the Warrants and the reservation, issuance and delivery of the Conversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Registration Rights Agreement, the Notes Standstill Agreement, the Amendment No. 1 to Rights Agreement and Warrants the Warrants, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsLoan Parties: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date within 90 days of the Closing Date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company operating agreement of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or managers of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes Liens contemplated hereby and Warrants and by the reservationSecurity Documents, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next business day preceding the date of the First Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the First Closing and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company Laws as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders (and any committees thereof) of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Preferred Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementeffect; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (D4) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreementstock certificates representing the Preferred Shares, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel such Purchaser may reasonably may request.

Supporting Documents. The Investors Parent and their counsel Acquisition Corp. shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of the Certificate Board of Incorporation Directors and the shareholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent and Acquisition Corp. at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents. (4) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware, Delaware and (B) evidence that the Company is qualified to transact business as a certificate of said Secretary dated as of a recent date as to the due incorporation foreign corporation and is in good standing in each state of the Company, United States and in each other jurisdiction where the payment of all excise taxes by the Company and listing all documents character of the Company on file with said Secretary;property owned or leased by it or the nature of its activities makes such qualification necessary. (ii5) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such Such additional supporting documents documentation and other information with respect to the operations transactions contemplated hereby as Parent and affairs of the Company as the Investors or their counsel Acquisition Corp. may reasonably may request.

Supporting Documents. The Investors and their counsel Purchaser shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;Secretary and (C) a certificate of the Secretary of State of the State of New York, dated as of a recent date, as to the good standing of the Company in such state; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, including the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Purchased Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing of and the Company, the ’s payment of all excise taxes by the Company franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Company’s Secretary or an Assistant Secretary of the Company dated the applicable Closing and Date, certifying: (A) that attached thereto is a true true, correct and complete copy of the By-laws of the Company Bylaws as in effect on the date of such certificationcertification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Shares and the reservationWarrant, issuance and delivery the reservation of the Warrant Shares and the Preferred Stock Conversion Shares, and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another authorized officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) a certificate, executed by an officer of the Company, dated the applicable Closing Date, certifying to the fulfillment of the specific conditions set forth in Sections 4.01(b), 4.01(c) hereto and to the fulfillment of all of the conditions in this Article IV in general. (iv) such additional supporting documents and other information with respect to the Company’s operations and affairs of the Company as the Investors Purchaser or their its counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The Investors and their counsel Purchaser shall have received copies of the following documents: (ia) (A) the Certificate of Incorporation of the CompanyThe Charter, certified as of a recent date by the Secretary of State of the State of Delaware, and (in the form of EXHIBIT B) , together with a certificate of said Secretary dated as of a recent date as to the due incorporation legal existence and good standing of the CompanyCompany in the State of Delaware, and certificates of the payment Secretary of all excise taxes by State of each jurisdiction in which the Company is qualified to do business as a foreign corporation dated as of a recent date as to the Company's qualification and listing all documents of the Company on file with said Secretary;good standing in such jurisdiction. (iib) a A certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: certifying (Ai) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; , (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementConvertible Notes, and the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; , and (Diii) to the incumbency and specimen signature signatures of each officer of the Company executing any this Agreement and the Convertible Notes on behalf of this Agreement, the Security Agreement, the Notes and Warrants Company and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (iib); and. (iiic) such additional supporting documents The acceptance, by CT Corporation System, of its appointment as agent for service of process pursuant to Section 7.9 of this Agreement and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.Section 9.6

Supporting Documents. The Investors WCAS VII (on behalf of the Purchasers) and their its counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Initial Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the Registration Rights Agreement Amendment, the Stockholders Agreement Amendment and the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementhereby and thereby; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security AgreementRegistration Rights Agreement Amendment, the Notes Stockholders Agreement Amendment and Warrants the stock certificates representing the Initial Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The On or prior to the Closing Date the Investors and their special counsel shall have received copies of the following supporting documents: (ia) (A) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (Bb) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iic) a telegram or telex from said Secretary as of the close of business on the next business day preceding the Closing Date as to the continued good standing of the Company (d) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: : (A1) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; ; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Convertible Preferred Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; ; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bb) above; and and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificate or certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iid); and (iiie) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their special counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the Investors and their counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Second Restatement Effective Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer 1008536250v10 of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Second Restatement Effective Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

Supporting Documents. The Investors On or prior to the Closing Date the Purchaser and their its counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation of the CompanyIncorporation, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) a certificate of said Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: (Aw) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementRelated Documents, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(y) above; and (Dz) to the incumbency and specimen signature of each officer of the Company executing any this Agreement and each of this Agreementthe Related Documents, the Security Agreement, stock certificate or certificates representing the Notes and Warrants Securities and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) supporting documents as provided above in clauses (i) and (ii) on behalf of Hallmark, HEI and HEDC and such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The Investors and their counsel On or before the date hereof, there -------------------- shall have received copies of been delivered to the Banks the following supporting documents: (ia) (A) the Certificate of Incorporation legal existence and corporate good standing certificates with respect to each of the Company, certified Borrowers and the Guarantor dated as of a recent date issued by the appropriate Secretaries of State or other officials; (b) certificates with respect to the due qualification of Alpha and the Guarantor to do business in Massachusetts dated as of a recent date and issued by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretarysuch jurisdiction; (iic) copies of the corporate charter of each of the Borrowers and the Guarantor, certified by the appropriate Secretaries of State or other officials, as in effect on the date hereof; (d) a certificate of the Secretary or an Assistant Secretary of each of the Company dated the Closing and certifying: Borrowers certifying as to (Ai) that attached thereto is a true and complete copy of the By-laws Laws of the Company such Borrower, as in effect on the date hereof; (ii) the incumbency and signatures of the officers of such certificationBorrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (Biii) that attached thereto is a true and complete copy the resolutions of all resolutions adopted by the Board of Directors or and, to the shareholders extent required by law, the shareholders, of the Company such Borrower authorizing the execution, delivery and performance of this Agreement and the Security Agreementmaking of any of the Borrower Loans hereunder, and the issuance, sale execution and delivery of the Notes and Warrants and the reservation, issuance and delivery Borrower Notes; (e) a certificate of the Warrant SharesSecretary or Assistant Secretary of the Guarantor certifying as to (i) the By-Laws of the Guarantor, as in effect on the date hereof; (ii) the incumbency and that all such resolutions are in full force and effect and are all signatures of the resolutions adopted officers of the Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents the resolutions of the Board of Directors and, to the extent required by law, the shareholders, of the Guarantor authorizing the execution, delivery and performance of the Guaranty and Guarantor Security Agreement; (f) all other information with respect to and documents which the operations and affairs of the Company as the Investors Banks or their counsel reasonably may requestrequest in connection with the transactions contemplated by this Agreement.

Supporting Documents. The Investors and their counsel On the Effective Date, the Bank shall have received received, as applicable, (a) copies of the following documents: (i) (A) the each Borrowers' Certificate of Incorporation of the CompanyIncorporation, as amended, certified as of a recent date by the Secretary of State of Delaware; (b) certificates as to the State good standing of Delawarethe Borrowers in the State, dated a recent date; (c) certificates of an Authorized Representative of each of the Borrowers dated the Closing Date and certifying (i) that (A) attached thereto is a copy of the By-laws in existence as of the date of such certificate and since the day before the date of the resolutions referenced in clause (ii) below, and (B) a certificate of said Secretary dated as of a recent date as there have been no amendments to the due incorporation and good standing Certificate of Incorporation of such Borrowers since the date of the Company, last amendment thereto indicated on the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; certificates furnished pursuant to clause (a) above; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders partners of the Company Borrowers authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale execution and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes Note, and Warrants each of the other Loan Documents; (iii) the incumbency and specimen signature of the Authorized Representative of the Borrowers executing this Agreement, the Security Agreement, the Note, and any certificate or instrument other Loan Documents and any other documents and instruments furnished pursuant hereto, hereto or thereto and a certification by another officer or partner of the Company Borrowers as to the incumbency and signature of the officer signing Authorized Representative of the Borrowers; (iv) that the representations and warranties set forth in Article III hereof are true, correct and complete as of the date of the certificate referred except for changes, none of which either alone or in conjunction with other changes materially adversely affects any of the Borrowers, its business or its ability to perform any of the Obligations; (v) that the Borrowers have performed and complied with all of the agreements in the Loan Documents required to be performed or complied with by it on or prior to the date of the certificate; and (vi) that no Event of Default, or any condition, event or act which with the giving of notice or the lapse of time, or both, would constitute an Event of Default, exists under this clause Agreement or any of the Loan Documents; (ii)d) certificates of insurance evidencing compliance with Section 5.15 hereof, and, within thirty (30) days of the Closing Date, copies of such insurance policies; and (iiie) the Required Filings, naming the Borrowers as debtor, the Bank as secured party and the Collateral as collateral; (f) consolidated financial statements for the Borrowers as of March 31, 1997; (g) evidence satisfactory to the Bank and its counsel that all of the assets of BLC Partnership have been transferred to BLC Inc. and that the SBA approved such additional supporting documents transaction and other information that BLC Inc. is a qualified lender as set forth in Section 3.13 above; and (h) written a Purchase Commitment, with respect to the operations and affairs Guaranteed Amount of any SBA Loan against which the Company as Bank has been requested to advance a Guaranteed Portion on the Investors or their counsel reasonably may requestClosing Date.

Supporting Documents. (a) The Investors Company shall have delivered to the Investor an opinion of counsel in form and content reasonably satisfactory to the Investor. (b) The Investor and their counsel shall have received copies of the following documents: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delaware, incorporation of the Company and (B) a certificate each of said Secretary its Affiliates dated as of a recent date within three days prior to the Closing Date as to the due incorporation and good standing corporate existence of the Company, the payment Company and each of all excise taxes by the Company its Affiliates and listing all documents of the Company and each of its Affiliates on file with said Secretarysuch Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true the Company’s and complete copy each GeoPharma Entity’s then-current Articles of the By-laws of the Company as in effect on the date of such certificationIncorporation and Bylaws; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing (and, as applicable, any other GeoPharma Entity)authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, and the issuance, sale and delivery of the Notes and Warrants Purchased Securities and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that Agreement and the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveTransaction Documents; and (DC) to the incumbency and specimen signature of each officer of the Company and, as applicable, any other GeoPharma Entity executing any of this Agreement, the Security AgreementTransaction Documents, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company and, as applicable, any other GeoPharma Entity as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company and each other GeoPharma Entity as the Investors Investor or their the Investor’s counsel reasonably may request.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;Secretary and (C) a certificate of the Secretary of State of the State of New York, dated as of a recent date, as to the good standing of the Company in such states. (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the First Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Purchased Shares and the reservation, issuance issuance, sale and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes and Warrants Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of in form and substance reasonably satisfactory to the following documentsAdministrative Agent: (i) (A) from the Certificate Borrower, a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity and as to the Company, the payment of all excise taxes by the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) from the Borrower, a certificate of the Secretary or an Assistant Secretary (or similar officer) of the Company such entity dated the Closing First Amendment Effective Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation and the by-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors or the shareholders directors of the Company that entity authorizing the execution, delivery and performance by it of this Agreement and the Security AgreementFirst Amendment, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this First Amendment or any other document delivered by it in connection herewith (in each case to the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any extent such entity is a party to such document) (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect from the Borrower, an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Section 3 of this First Amendment as though made by it on the Investors First Amendment Effective Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the First Amendment Effective Date, that constitutes an Event of Default.

Supporting Documents. The Investors On or prior to the Closing Date, the -------------------- Principal Contributors, the Management Contributors, the Attorneys in Fact and their counsel shall have received copies of the following documents: (i) (A) the The Certificate of Incorporation of the Company, certified as of a the most recent date practicable prior to the Closing Date by the Secretary of State of the State of Delaware, and ; (Bii) a A certificate of said Secretary dated as of a the most recent date practicable prior to the Closing Date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryofficial; (iiiii) a A certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the Byby-laws of the Company as in effect on the date of such certificationcertificate; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing (x) the execution, delivery and performance of this Agreement and the Security AgreementAncillary Agreements, and (y) the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate this Certificate delivered pursuant to clause (i)(B) aboveii); and (D4) as to the incumbency and specimen signature of each officer of the Company officers of the company executing any of this Agreement, the Security AgreementAncillary Agreements, the Notes and Warrants stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)thereto; and (iiiiv) such Such additional and supporting documents and other information with respect to the operations and affairs of the Company as the Investors or Principal Contributors and their counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Principal Contributors and their counsel.

Supporting Documents. The Investors On or prior to the Closing Date, Seller and their its counsel shall have received copies of the following supporting documents:: Stock Purchase Execution Version (i) (A) copies of the Certificate Articles of Incorporation of the CompanyFiserv and Buyer, and all amendments thereto, certified as of a recent date by the Department of Financial Institutions of the State of Wisconsin and the Secretary of State of the State of DelawareWisconsin, respectively, (B) a certificate of said Department dated as of a recent date as to the status of Fiserv and (BC) a certificate of said Secretary dated as of a recent date as to the good standing and due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;Buyer; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company each of Fiserv and Buyer dated the Closing Date and certifying: certifying substantially to the effect (A) that attached thereto is a true and complete copy of the By-laws of the Company particular company as in effect on the date of such certificationcertification and at all times since January 1, 2006 or its date of incorporation, if more recent; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company particular company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate Articles of Incorporation of the Company has particular corporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(1) above; and (D) as to the incumbency and specimen signature of each officer of the Company particular company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, Agreement and a certification by another officer of the Company such company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and and (iiiE) such additional supporting documents and other information with respect to that no legal action or proceeding shall have been instituted after the operations and affairs date hereof against Fiserv or Buyer, arising by reason of the Company as transactions contemplated by this Agreement, which is reasonably likely (x) to restrain, prohibit or invalidate the Investors consummation of the transactions contemplated by this Agreement or their counsel (y) to have a Material Adverse Effect. All such documents shall be reasonably may requestsatisfactory in form and substance to Seller and its counsel.

Supporting Documents. The Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next business day preceding the date of the Second Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the Second Closing and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company Laws as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders (and any committees thereof) of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Preferred Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementeffect; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (D4) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreementcertificates representing the Preferred Shares, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel such Purchaser may reasonably may request.

Supporting Documents. The Investors Investor and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyIncorporation, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said such Secretary dated as of a recent date as to the due incorporation and good standing existence of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the President of the Company as to satisfaction of the conditions set forth in Sections 5.01(a) and 5.01(b); (iii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or and/or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, Other Transaction Documents (including the issuance, sale and delivery of the Notes Note and Warrants the Initial Preferred Shares), the transactions contemplated hereby and thereby and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate Certificate of Incorporation delivered pursuant to clause (i)(Bd)(i) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any on behalf of the Company this Agreement, the Security Agreement, the Notes and Warrants Other Transaction Documents and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Investor or their its counsel reasonably may request.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Second Amended and Restated Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Second Amended and Restated Registration Rights Agreement; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Second Amended and Restated Registration Rights Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (a) (i) (A) the Certificate Amended and Restated Articles of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of DelawareCalifornia; (ii) the organizational documents of each Subsidiary in effect as of the Closing Date, certified by the Secretary of State of the state of its organization; and (Biii) a certificate of said Secretary dated certificates, as of a the most recent date practicable dates, as to the due incorporation and corporate good standing of the Company, Company and each Subsidiary issued by the payment Secretary of all excise taxes by State of the jurisdictions in which the Company and listing all documents of the Company on file with said Secretary;each Subsidiary is organized, conducting business, or otherwise required to be licensed or qualified. (iib) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (Ai) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company and the bylaws or operating agreements of each Subsidiary as in effect on the date of such certification; (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or and/or the shareholders stockholders of the Company authorizing the execution, delivery delivery, and performance of this Agreement and the Security AgreementAncillary Agreements, the issuance, sale sale, and delivery of the Notes Series D Preferred Stock and the Warrants and the reservation, issuance issuance, and delivery of the Conversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this AgreementAgreement and the Ancillary Agreements; (Ciii) that the Certificate Articles of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveSection 4.6(a)(i); and (Div) to the incumbency and specimen signature of each officer of the Company executing any of this AgreementAgreement and the Ancillary Agreements, the Security Agreementstock certificates representing the Series D Preferred Stock, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiSection 4.6(b); and (iiic) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their counsel reasonably may request.

Supporting Documents. The Investors On or prior to the Closing Date, the Company and their its counsel shall have received copies of the following supporting documents: (i) (A1) the Certificate charter documents of Incorporation of the CompanyLHS, SHS and NFI, certified as of a recent date by the Secretary of State of the State of Delaware, Tennessee; and (B2) a certificate of said the Secretary dated as of a recent date State or other appropriate official of the State of Tennessee as to the due incorporation and good standing existence of the Companysuch corporation, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryofficial; (ii) a certificate of the Secretary or an Assistant Secretary of the Company LHS, SHS and NFI, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the Charter and By-laws of the Company such corporation as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C2) that the Certificate Charter of Incorporation of the Company such corporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; (3) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of such corporation, authorizing the execution, delivery and performance of this Agreement and the Transition Agreements to which such corporation is a party and the consummation of the transactions contemplated hereby and thereby; and (D4) as to the incumbency and specimen signature of each officer of the Company such corporation executing any of this Agreement, the Security any Additional Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company said corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of any member of the Acquired Group as the Company as or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to the Investors or their counsel reasonably may requestCompany and its counsel.

Supporting Documents. The Investors On or prior to the Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Certificate of Incorporation of the CompanyCompany and the charter documents of each of its subsidiaries, including all amendments thereto, certified as of a recent date by the Secretary of State or the appropriate official of the State relevant state of Delawareincorporation, and (B2) a certificate certificates of said Secretary or official, dated as of a recent date date, as to the due incorporation and good standing of the CompanyCompany and each such subsidiary, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;official, and (3) a telegram or facsimile from said Secretary or official as of the close of business on the next business day preceding the Closing Date as to the continued due incorporation and good standing of the Company and each such subsidiary and to the effect that no amendment to the respective charter documents of such corporations has been filed since the date of the certificate referred to in clause (2) above; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification have not been amended since May 20, 1993; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company said corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documents:Borrower and the Guarantors (as applicable): (i1) (A) the Certificate of Incorporation a copy of the CompanyBorrower's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (B2) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by the Company Borrower and listing all as to the charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (ii3) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that that, with respect to the Borrower only, attached thereto is a true and complete copy of the Byby-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation and by-laws of the Company has Borrower have not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; and , (D) that the certificate of incorporation and by-laws of each of the Guarantors have not been amended since such documents were furnished pursuant to the closing of the Existing Credit Agreement or any credit facility predecessor thereto (except as annexed thereto) and (E) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request).

Supporting Documents. The Investors and their counsel On or before the Effective Date, the Borrowers shall have received copies of furnished to the Banks the following documents: certificates and other documents with respect to each Borrower: (ia) (A) the Certificate a copy of Incorporation its certificate of the Companyincorporation and all modifications, amendments and restatements thereof, certified as of a recent date by the Secretary of State or comparable official of the State its jurisdiction of Delaware, and incorporation; (Bb) a certificate copy of said Secretary dated its by-laws, together with all modifications, amendments and restatements thereof, certified as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said its Secretary; ; (iic) a certificate of the Secretary of State or comparable official of its jurisdiction of incorporation, dated as of a recent date, as to its existence and good standing; (d) a certificate of its Secretary or an Assistant Secretary Secretary, dated the Effective Date, as to the due authorization of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the negotiation, execution, delivery and performance by it of this Agreement and the Security Agreement, the issuance, sale and delivery each of the Notes and Warrants other Loan Instruments to which it is or becomes a party (with the appropriate resolutions attached) and the reservationincumbency and signatures of its officers and directors who are authorized to execute any instrument, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted agreement or other document in connection with the transactions contemplated by this AgreementAgreement and the other Loan Instruments; (Ce) that the Certificate copies of Incorporation all shareholders' agreements and trusts respecting securities of the Company has not been amended since the its issue or related rights, together with all modifications, amendments and restatements thereof, certified as of a recent date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveby its Secretary or Assistant Secretary; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iiif) such additional supporting documents and other information with respect to the Collateral, the other assets or properties of each Borrower, or the organization, operations and affairs of each of the Company Borrowers and those of their respective Subsidiaries, partnerships and other ventures as any Bank may reasonably request. All certificates and other documents provided to the Investors Administrative Agent or their counsel reasonably any other Bank pursuant to this Article shall be in such form and substance as may requestbe acceptable to the Administrative Agent and the Majority Banks.

Supporting Documents. The Investors and their counsel Company shall have received copies of the following documentsfollowing: (i) (A) the Certificate Copies of Incorporation resolutions of the CompanyParent’s respective board of directors certified by its Secretary, certified as of a recent date by the Secretary of State of the State of Delawareauthorizing and approving, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Companyextent applicable, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement, and all other documents and instruments to be delivered by them pursuant hereto and thereto. (ii) A certificate of incumbency executed by the Secretary of Parent certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent appended thereto have not been amended or modified. (iii) A certificate, dated the Closing Date, executed by the Secretary of the Parent certifying that all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Security Agreement, the issuance, sale and delivery consummation of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Sharesactions contemplated by this Agreement shall have been duly made or obtained, and that all such resolutions are material consents by third parties required have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in full force and effect and are all respect of this Agreement or the resolutions adopted in connection with carrying out of the transactions contemplated by this Agreement; any of the Exchange Documents. (Civ) A certificate, dated the Closing Date, executed by the Secretary of the Parent, stating that 32,500,000 shares of Parent Common Stock have been cancelled and that the Certificate number of Incorporation shares of Parent Common Stock issued and outstanding on a fully diluted basis as of the Company has not Closing Date is no more than 12,782,000 shares. (v) An agreement in writing from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LP, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been amended since audited by such firm. (vi) The executed resignation of all of the directors and officers of Parent, with the resignation to take effect at the Effective Time. (vii) Evidence as of a recent date of the last amendment referred good standing and corporate existence of each of the Parent issued by the Secretary of State of Nevada and evidence that the Parent is qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by them or the nature of their activities makes such qualification necessary. (viii) Evidence that Parent has all tax returns required to be filed in the certificate delivered pursuant state of Nevada and that Parent has no liabilities for taxes or penalties for failure to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); andtimely file tax returns. (iiiix) such Such additional supporting documents documentation and other information with respect to the operations and affairs of transactions contemplated hereby as the Company as the Investors or their counsel may reasonably may request.

Supporting Documents. The Investors As of the First Installment Date, the Purchaser and their its counsel shall have received copies of the following documentsdocuments and all changes, amendments or modifications thereto: (i) (A) the Certificate of Incorporation of the CompanyArticles, certified as of a recent date by the Secretary of State of the State of DelawareNevada, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary, and (C) the By-laws of the Company; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Installment Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement; (C) that the Certificate of Incorporation of the Company has Articles have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel Initial Purchasers shall have received copies of the following documents: (i) (A) the Certificate Articles of Incorporation of the CompanyOrganization, certified as of a recent date by the Secretary of State the Commonwealth of the State Commonwealth of Delaware, Massachusetts and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary Clerk of the Company dated the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or and/or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes Shares and the Series G Warrants and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate Articles of Incorporation of the Company has Organization have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, certificates representing the Notes Shares and the Series G Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and; (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel Initial Purchasers reasonably may request.

Supporting Documents. The Investors and their counsel Parent shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of the Certificate Board of Incorporation Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate of incumbency executed by the Secretary of the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the Certificate of Incorporation and By-laws of the Company delivered to Parent at the time of the execution of this Agreement have been validly adopted and have not been amended or modified. (3) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement shall have been duly made or obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by the Transaction Documents. (4) A certificate of the Chief Executive Officer of the Company certifying to (i) the repayment in full of loans to the Company by Allegiance Capital Limited Partnership (“Allegiance”), and (ii) the exchange of a warrant held by Allegiance for shares of Parent Common Stock, in each case together with copies of the agreements executed and delivered in connection therewith. (5) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of the State of Delaware, Maryland and (B) evidence that the Company is qualified to transact business as a certificate of said Secretary dated as of a recent date as to the due incorporation foreign corporation and is in good standing in each state of the Company, United States and in each other jurisdiction where the payment of all excise taxes by the Company and listing all documents character of the Company on file with said Secretary;property owned or leased by it or the nature of its activities makes such qualification necessary. (ii6) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such Such additional supporting documents documentation and other information with respect to the operations and affairs of the Company transactions contemplated hereby as the Investors or their counsel Parent may reasonably may request.

Supporting Documents. The Investors and their counsel to the Investors -------------------- shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyIncorporation, certified as of a recent date by the Secretary of State of the State of Delaware, Connecticut and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary;. (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants Transaction Documents and the reservation, issuance and delivery of the Warrant Sharesshares of Common Stock to be issued upon exercise of the Warrants, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel to the Investors reasonably may reasonably request.

Supporting Documents. The Investors and their counsel shall have received copies of the following documentsfollowing: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a good standing certificate of said Secretary dated as of a recent date as to the due incorporation and good standing each of the Company, the payment of all excise taxes by the Company and listing all documents Original Investor, from of the Company on file with said SecretarySecretary of State of Delaware; (ii) a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of the Company Company, in form and substance reasonably satisfactory to the Investors, dated as of the Closing Date and certifying: certifying (A) that attached thereto is a true are true, correct and complete copy copies of the By-laws Certificate of Formation of the Company Company, as certified by the Secretary of State of Delaware as of a recent date, and the Operating Agreement, each as in effect on the date of such certification; , and that each has not been amended except as reflected therein and remains in full force and effect, (B) that attached thereto is a true true, correct and complete copy of all the resolutions adopted by the Board of Directors or the shareholders Governors of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Sharesother Investment Documents, and that all such resolutions are remain in full force and effect effect, and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) as to the incumbency and specimen signature of each officer all officers of the Company executing this Agreement or any of this Agreementthe other Investment Documents or any other document, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant heretohereto or thereto on behalf of the Company, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate attaching all such documents referred to in this clause (ii)therein; and (iii) such additional supporting documents a certificate of the secretary or an assistant secretary of Original Investor, in form and other information with respect substance reasonably satisfactory to the operations and affairs Investors, dated as of the Company Closing Date and certifying (A) that attached thereto are true, correct and complete copies of the Certificate of Formation of Original Investor, as certified by the Investors or their counsel reasonably may request.Secretary of State of Delaware as of a recent date, and its operating agreement (if any), each as in effect on the date of such certification, and that each has not been amended except as reflected therein and remains in full force and effect, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the sole member of Original Investor authorizing the execution, delivery and performance of this Agreement and the other Investment Documents to which it is a party and the sale of the Purchased Units to the Investors, and that such resolutions remain in full force and effect, and (C) as to the incumbency and specimen signature of all officers of Original Investor executing this

Supporting Documents. The Investors On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received copies of the following supporting documents: (i) (Acopies of(1) the Certificate of Incorporation of the CompanyCompany and each of its Subsidiaries, including all amendments thereto, certified as of a recent date by the Secretary of State of the State jurisdiction of Delaware, incorporation of such corporation and (B2) a certificate of said Secretary such Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Companysuch corporation, the payment of all excise taxes by the Company and listing all documents of relating to the Company or such Subsidiary, as the case may be, on file with said Secretary;such official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification and at all times since February 5, 1997; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Notes and the Security AgreementAncillary Agreements, the issuance, sale and delivery of the Notes and Warrants Securities and the reservation, issuance and delivery amendment of the Warrant SharesCompany's Certificate of Incorporation pursuant to the Certificate of Amendment, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security AgreementAncillary Agreements, the Notes and Warrants Initial Note, the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of DelawareColorado, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company in substantially the form of EXHIBIT "C", dated as of the Closing Date, and certifying: (Ai) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company Laws as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (Bii) that attached thereto is a true true, correct and complete copy of all resolutions Resolutions adopted by the Board of Directors or the shareholders (and any committees thereof) of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Common Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementattached hereto as EXHIBIT "D"; (Ciii) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (Div) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreementstock certificates representing the Common Shares, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause Paragraph (iic); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.;

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may request.warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default. Table of Contents

Supporting Documents. The Investors and their counsel Subscribers shall have received copies of the following documentsfollowing: (i1) (A) the Certificate Copies of Incorporation resolutions of the Company’s board of directors, certified as of a recent date by the Secretary of State of the State of Delawareits Secretary, authorizing and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation approving this Agreement and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and all other documents, agreements, and instruments to be delivered by them pursuant hereto. (2) A certificate of incumbency executed by the Security AgreementSecretary of the Company certifying the names, titles and signatures of the issuanceofficers authorized to execute the documents referred to in paragraph (1) above and further certifying that the articles of incorporation and by-laws of the Company appended thereto have not been amended or modified. (3) A certificate, sale dated the Closing Date, executed by the Secretary of the Company, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required to be obtained by the Company for the execution and delivery of the Notes and Warrants this Agreement and the reservation, issuance and delivery consummation of the Warrant Sharestransactions contemplated hereby shall have been duly made or obtained; and (ii) no action or proceeding before any court, and that all such resolutions are governmental body or agency has been threatened, asserted or instituted against the Company to restrain or prohibit, or to obtain substantial damages in full force and effect and are all respect of, this Agreement or the resolutions adopted in connection with carrying out of the transactions contemplated by this Agreement; . (C4) that A certificate of the Certificate Company’s transfer agent and registrar, certifying as of Incorporation the business day prior to the Closing Date, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Company Common Stock and Company Preferred Stock, together with the number of shares held by each record owner. (5) The executed resignations of all directors and officers of the Company, with the director resignations to take effect following the notice period required by federal law, if any, and (ii) executed releases from each such director and officer in the form and substance acceptable to the subscribers in their sole discretion. (6) Evidence as of a recent date of the good standing and corporate existence of the Company has not been amended since issued by the date Secretary of State of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature State of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); andNevada. (iii7) such Such additional supporting documents documentation and other information with respect to the operations and affairs of the Company transactions contemplated hereby as the Investors or their counsel Subscribers may reasonably may request.

Supporting Documents. The Investors On or prior to such Subsequent Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation Formation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) a certificate of said Secretary dated as of a recent date as to the due incorporation formation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Subsequent Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws Limited Liability Company Agreement of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders Managers of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesAdditional Units, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cy) that the Certificate of Incorporation Formation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bh)(i)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, and the Security Agreement, certificates representing the Notes and Warrants Additional Units and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel. In the event that the Certificate of Formation of the Company and/or the LLC Agreement shall not have been amended since the previous Subsequent Closing Date, the Company may, in lieu of furnishing such documents, cause the certificate with respect thereto contemplated by paragraphs 4.01(h)(i) and 4.01(h)(ii) above to be replaced by a certificate as to the fact that such documents were previously furnished and as to the absence of any amendments thereto.

Supporting Documents. The Investors On or prior to the Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Amended and Restated Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B2) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of relating to the Company on file with said Secretary;official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the Amended and Restated Certificate of Incorporation of the Company as in effect on the date of such certification; (2) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification and at all times since December 22, 1999; (B3) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementAncillary Agreements, the issuance, sale and delivery of the Notes Shares, the issuance and delivery of the Warrants and the reservation, issuance and delivery of the Warrant SharesShares and the performance of the transactions contemplated by the Agreement to Sublease, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security AgreementAncillary Agreements, the Notes and Warrants stock certificates representing the Shares, the Warrant certificates and any other certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be reasonably satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary, and (C) certificates of good standing or authority to conduct business from each state in which the absence of such good standing or authority to conduct business would have a Material Adverse Effect on the Company; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement, the Third Amended and Restated Registration Rights Agreement and the Security Amended and Restated Stock Restriction Agreement, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the Notes and Warrants stock certificates representing the Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of DelawareTexas, and (B) a certificate of said Secretary dated as of a recent date as to the Company's due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said SecretarySecretary and a certificate of the Comptroller of the State of Texas as to the good standing and the Company's payment of all franchise taxes; (ii) a certificate of the Company's Secretary or an Assistant Secretary of the Company dated the Closing and Date, certifying: (A) that attached thereto is a true true, correct and complete copy of the By-laws of the Company Bylaws as in effect on the date of such certificationcertification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents (other than the Certificate of Incorporation), the issuance, sale and delivery of the Notes and Warrants G Shares and the reservation, issuance and delivery of the Warrant H Shares, and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) aboveabove (except for the filing of the Statements of Resolution for the G Shares and the H Shares); and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes G Shares and Warrants the H Shares and any certificate or instrument furnished pursuant heretothereto, and a certification by another authorized officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); (iii) a certificate, executed by an officer of the Company, dated the Closing Date, certifying to the fulfillment of the specific conditions set forth in Section 4.01(b) and (c) hereto and to the fulfillment of all of the conditions in this Article IV in general; and (iiiiv) such additional supporting documents and other information with respect to the Company's operations and affairs of the Company as the Investors or their counsel Purchaser reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser.

Supporting Documents. The Investors As of the First Installment Date, the -------------------- Purchaser and their its counsel shall have received copies of the following documentsdocuments and all changes, amendments or modifications thereto: (i) (A) the Certificate of Incorporation of the CompanyArticles, certified as of a recent date by the Secretary of State of the State of DelawareNevada, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary, and (C) the By-laws of the Company; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Installment Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement; (C) that the Certificate of Incorporation of the Company has Articles have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors On or prior to the Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation Formation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) a certificate of said Secretary dated as of a recent date as to the due incorporation formation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws Limited Liability Company Agreement of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders Managers of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesNew Common Units, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cy) that the Certificate of Incorporation Formation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bh)(i)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, and the Security Agreement, certificates representing the Notes and Warrants New Common Units and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that the Certificate of Incorporation attached to this Agreement is a true and complete copy of the Certificate of Incorporation of the Company; (B) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (ii)(A) above; (C) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (BD) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, and the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, Convertible Debentures and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (DE) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants Convertible Debentures and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iisubparagraph 6.01(g)(ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel Banks shall have received copies for each of the following documentsBorrowers: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request).

Supporting Documents. The Investors On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Certificate of Incorporation of the CompanyCompany and all amendments thereto (including the Certificate of Designations, Preferences and Rights of the Preferred Stock), certified as of a recent date by the Secretary of State of the State of Delaware, and (B2) a certificate of said Secretary Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of relating to the Company on file with said Secretary;official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreementstock certificates representing the Preferred Stock, the Notes and Warrants Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (i) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) the Certificate of Incorporation that attached thereto is a true and complete copy of the CompanyCharter and By-laws of the Company as in effect on the date of such certification; (B) as to the due incorporation and good standing of the Company and listing all documents of the Company on file with the Secretary of State of the State of New York; (C) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company approving the Charter Amendment, calling the Stockholders' Meeting and authorizing the execution, delivery and performance of this Agreement, the Notes, the Warrants, the Registration Rights Agreement and the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Common Conversion Shares, Preferred Conversion Shares and the Preferred Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Notes, the Warrants, contemplated by this Agreement, the Notes, the Warrants, the Registration Rights Agreement and the Stock Restriction Agreement; (D) that the Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (B) above; (E) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the Notes, the Warrants, the Registration Rights Agreement or any of the Stock Restriction Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (i); (F) that the Company shall deliver to the Purchasers, as soon as practicable after the Closing, the Charter, certified as of a recent date by the Secretary of State of the State of Delaware, New York and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary Treasurer of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company certifying as to the incumbency and signature payment of all excise taxes by the officer signing the certificate referred to in this clause (ii)Company; and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate of Incorporation a copy of the Companycertificate of incorporation of the Borrower and each of the Guarantors, as amended, certified as of a recent date by the Secretary of State of the State state or jurisdiction of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by by, that entity set forth in clause (i) above and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State or Governmental Authority; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity set forth in clause (i) above dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceNotes to be executed by it, sale the Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants and security interest in the reservationLetter of Credit Account contemplated hereby, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State or Governmental Authority furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of the Company that entity executing any of this Agreement, and the Security Agreement, the Notes and Warrants and Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request).

Supporting Documents. The Investors and their counsel On or prior to the date hereof, the Bank shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (Ba) a certificate of said Secretary or certificates, dated as of a recent the date as to the due incorporation and good standing hereof, of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iii) a certificate of the Secretary or an any Assistant Secretary of the Company dated the Closing and certifying: Borrower certifying (A) that attached thereto contained therein is a true and complete correct copy of certain resolutions adopted by the By-laws Board of Directors of the Company as Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect on the date of such certificationat all times since their adoption; (B) that attached thereto is a true and complete correct copy of all resolutions adopted by the Board Articles of Directors or the shareholders Incorporation of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesBorrower, and that all such resolutions 34 39 Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of the Secretary of State of the State of Indiana attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws are in full force and effect and are all no amendment thereto is pending which would in any way affect the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation ability of the Company has not been amended since Borrower to enter into and perform the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveObligations contemplated hereby; and (D) to the incumbency and specimen signature signatures of each the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) another authorized officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to Borrower certifying the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause (ii)Borrower; and (iiib) such additional supporting documents certificate or certificates of the Indiana and other information with respect Florida Secretaries of State dated as of a recent date, as to the operations and affairs good standing of the Company as the Investors or their counsel reasonably may requestBorrower.

Supporting Documents. The Investors and their counsel shall have received copies of the following documents: (ia) (A) the Certificate of Incorporation of the CompanyThe Charter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) together with a certificate of said Secretary dated as of a recent date as to the due incorporation legal existence and good standing of the CompanyCompany in the State of Delaware, and certificates of the payment Secretary of all excise taxes by State of each jurisdiction in which the Company is qualified to do business as a foreign corporation dated as of a recent date as to the Company's qualification and listing all documents of the Company on file with said Secretary;good standing in such jurisdiction. (iib) a A certificate of the Secretary Chief Executive Officer or an Assistant Secretary Chief Operating Officer of the Company dated as of the Closing Date and certifying: certifying (Ai) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; , (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Purchase Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and (iii) that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Purchase Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; , and (Div) to the incumbency and specimen signature signatures of each officer of the Company executing any this Purchase Agreement and the Shares on behalf of this Agreement, the Security Agreement, the Notes and Warrants Company and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (iib); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Purchasers shall have received copies of the following documents: (i) (A) the Certificate Articles of Incorporation of the CompanyOrganization, certified as of a recent date by the Secretary of State the Commonwealth of the State Commonwealth of Delaware, Massachusetts and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary Clerk of the Company dated the applicable Additional Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or and/or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes Shares and the Series G Warrants and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate Articles of Incorporation of the Company has Organization have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, certificates representing the Notes Shares and the Series G Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and; (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel Purchasers reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the Loan Parties (subject to the following documents:clause (iv) in the case of a Foreign Subsidiary): (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date within 90 days of the Closing Date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company operating agreement of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or managers of that entity authorizing the shareholders borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); andor (iiiiv) in the case of any Loan Party that is a Foreign Subsidiary, such additional supporting customary evidence of its legal existence, its power and authority to enter into the Loan Documents to which it is a party and the incumbency and signatures of its officers or other representatives and such other documents and other information with respect to the operations and affairs of the Company or evidence as the Investors or their counsel Agent may reasonably may request.