Common use of Conditions to Purchase Clause in Contracts

Conditions to Purchase. The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

Conditions to Purchase. The obligation of Holders the Purchaser to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is Purchase the Certificate shall be subject to the receipt by Holders satisfaction of all the conditions precedent that (a) the conditions precedent specified in Section 4.1 of the Purchase Agreement and Sections 7.1 and 7.2 of the Class A Certificate Purchase Agreement (other than those that relate to this Agreement) shall be satisfied; (b) the Purchaser shall have received a duly executed and authenticated Certificate registered in its name and in a Stated Amount equal to $10,000,000; (c) the Purchaser shall have received (i) certain fees and reimbursement of any expenses referred to in Section 8.5 for which invoices have been presented; and (d) the Purchaser shall have received an original (except as indicated below) counterpart of the following documents (each of which, if not in a form attached to this Agreement, shall be in form and satisfaction of substance satisfactory to the other conditions provided in this Section 3.01Purchaser): (i) the Pooling Agreement, the Purchase Agreement and the Guaranty, each of which shall be reasonably satisfactory in full force and effect, and all actions required to Holders be taken under those documents in form connection with the issuance of the Certificate shall have been taken; (ii) photocopies of each Account Agreement; (iii) a certificate of the Secretary, or an Assistant Secretary, of each of Transferor, Servicer, Guarantor and substanceeach Seller with respect to: (aA) A certificate attached copies of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board Board of directors Directors (or, if applicable, its managing body) then in full force and effect authorizing the execution, delivery and performance of the Transaction Documents, (B) the incumbency and signatures of those of its officers authorized to act with respect to the authorization Transaction Documents, and (C) attached copies of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete its certificate of incorporation and bylaws by-laws (or, if applicable, its limited partnership agreement); (iv) a certificate of an Authorized Officer of each of Transferor, Servicer and each Seller as to the satisfaction of the Company, respectivelyconditions precedent set forth in Section 6.1, and a certificate of Transferor that the representations and warranties of the Transferor set out in this agreement are true and correct as of the date of such initial purchase and that no Early Amortization Event or Unmatured Early Amortization Event exists; (v) a certificate of an appropriate officer of Trustee stating that the members Pooling Agreement has been duly authorized, executed and delivered by Trustee and the Certificate has been duly authenticated by Trustee in accordance with the Pooling Agreement and an opinion of counsel to Trustee as to related matters; (vi) evidence that each of S&P and DCR has rated the board of directors of Class B Certificate "A"; (vii) the Subsidiaries of Daily Report for the Company which shall be Closing Date; (viii) agreed-upon procedures letter, in form and substance satisfactory to the Purchaser, from Coopers & ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇. (b) Certificates of the appropriate state agencies LLP with respect to certain historical information provided by ICP relating to the existence, qualification and good standing of the Company and its Subsidiaries.Receivables; (cix) Certificates representing copies of any management or other agreements with regard to the Series A-1 Preferred Stockadministration of Transferor's business, duly completed, executed and delivered to each Holder, as applicable.certified by an Authorized Officer of Transferor; (dx) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated pro forma balance sheet of Transferor as of the Closing Date.date hereof, after giving effect to the transactions contemplated by the Supplement, and a certificate of an Authorized Officer of ICP as to the capitalization of Transferor (the amount and type of which capitalization shall be satisfactory to the Purchaser); (exi) Opinions results of recent searches of the UCC filing records and tax and ERISA and judgment lien records in each jurisdiction in which a filing referred to in subsection (xii) is to be made for filings against each Seller (including any predecessors in interest to any Seller going back five years) and Transferor, showing no filings of record that cover any of the Receivables or the other Transferred Assets other than (i) the financing statements referred to in subsection (xii) (to the extent shown in the searches) and (ii) any other filings as to which the Purchaser has received signed UCC-3 termination statements or pay-off letters in form and substance satisfactory to it; (xii) confirmation satisfactory to the Purchaser that (x) the following have been placed with Lexis Document Services or another filing service selected by the Purchaser for filing, the filing to occur on the Closing Date or the first Business Day thereafter and (y) any filing fees and indebtedness taxes necessary to perfect or protect true security interests by means of such filings have been paid in full: (A) UCC financing statements naming each Seller, as seller/debtor, and Transferor, as secured party/purchaser, in each office where the filing is necessary for the perfection of the sales or contribution of Receivables and Related Assets by each Seller to Transferor; (B) assignments of such existing UCC financing statements to Trustee, as assignee of the secured party, in each office where the filing is necessary for the perfection of the sales of Receivables and Related Assets by each Seller to Transferor; and (C) UCC financing statements naming Transferor, as seller/debtor, and Trustee, as secured party/purchaser, in each office where the filing is necessary for the perfection of the transfers of Receivables and other Transferred Assets by Transferor to Trustee; (xiii) the following opinions addressed to the Purchaser and Trustee, and in each case as to the matters and in such form and substance as shall be satisfactory to the Purchaser and Trustee: (A) opinions of Steptoe and ▇▇▇▇▇▇▇ as to certain corporate and securities matters concerning ICP, Federal and state tax and UCC matters, true sale and non-consolidation; (B) opinions of Tuke ▇▇▇▇ & ▇▇▇▇▇▇▇ as to certain corporate and securities matters concerning General and Coastline, and Tennessee limited partnership, Tennessee state tax and Tennessee UCC matters; and (C) opinions of White & Case and ▇▇▇▇▇, LLPRice & Fingersh as to certain state tax matters under Florida law and Missouri law, counsel respectively; (xiv) evidence, reasonably satisfactory to the CompanyPurchaser, of the payment of all taxes, fees and other governmental charges, if any, incidental to the issuance of the Certificates and to the consummation of the transactions contemplated hereunder and under the Pooling Agreement; (xv) a solvency certificate of the chief financial officer of ICP with respect to the Sellers, which opinion shall be addressed to the Purchaser and shall be in form and substance satisfactory to Holdersthe Purchaser; (xvi) such sublicenses and assignments as the Purchaser shall require with regard to all computer and data recovery software used by Servicer or any Seller in connection with the servicing of the Transferred Assets, which sublicenses and assignments will permit any substitute Servicer to use such software; and (xvii) any other information, certificates, opinions and documents as the Purchaser may have reasonably requested. If the conditions specified above have not been fulfilled on the date hereof, any condition specified in this Agreement shall not have been fulfilled when and as required in this Agreement or waived by the Purchaser, in each case the Purchaser's obligations to such matters incident purchase the Certificate pursuant to this Agreement may be terminated by notice to Transferor. In addition, if, under the transactions herein contemplated as Holders may reasonably requestcircumstances, it shall not be feasible for the Purchaser to invest on the date the funds that are held available by the Purchaser for the Purchase, Transferor and Servicer, jointly and severally, shall pay the Purchaser interest on the funds at the Alternate Base Rate plus two percent from the date of the notice until the next succeeding Business Day on which it is feasible for the Purchaser to invest the funds in the Certificates. Nothing in this paragraph shall operate to relieve Transferor from any of its obligations hereunder or otherwise waive any of the Purchaser's rights against Transferor.

Conditions to Purchase. The (a) Meritage’s obligation to purchase the Shares following the execution of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substanceprecedent: (ai) A certificate The transactions contemplated hereby shall have been approved by the Board of Directors of Meritage, including a majority of all disinterested directors, at a meeting of the Secretary or an Assistant Secretary Board of Directors duly called and held; (ii) Meritage shall have received, within seven days of the Companydate hereof, dated a written opinion as to the Closing Datefairness of the purchase of the Shares to Meritage from a financial point of view, setting forth (i) resolutions which opinion shall have been issued by an accounting, appraisal or investment banking firm of its board nationally recognized standing that is, in the reasonable judgment of directors Meritage’s Board of Directors, qualified to perform such task and disinterested and independent with respect to Meritage (the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock“Independent Bank”); provided, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which that Meritage shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ inform ▇▇▇▇▇▇ promptly, and ▇▇▇▇▇ ▇▇▇▇.in any event within two days, of its receipt of such opinion from the Independent Bank or of confirmation from the Independent Bank that the Independent Bank will not issue such an opinion; and (biii) Certificates of the appropriate state agencies with respect to the existence, qualification The representations and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions warranties of ▇▇▇▇▇▇ made herein shall be true and correct in all respects and ▇▇▇▇▇, LLP, counsel ▇ shall be in compliance with all covenants and other terms of this Agreement and Sections 8 and 9 of the Employment Agreement. (b) ▇▇▇▇▇▇’▇ obligation to sell the Shares following the execution of this Agreement is subject to the Companyfollowing conditions precedent: (i) The transactions contemplated hereby shall have been approved by the Board of Directors of Meritage, in form including a majority of all disinterested directors, at a meeting of the Board of Directors duly called and substance satisfactory to Holdersheld; (ii) Meritage shall have received within seven days of the date hereof, a written opinion as to such matters incident the fairness of the purchase of the Shares to Meritage from a financial point of view issued by the transactions Independent Bank; and (iii) The representations and warranties of Meritage made herein contemplated as Holders may reasonably requestshall be true and correct in all respects and Meritage shall be in compliance with all covenants and other terms of this Agreement and Section 7 of the Employment Agreement.

Conditions to Purchase. The obligation of Holders to exchange their Senior purchase the Notes for Series A-1 Preferred Stock pursuant to this Agreement and Warrants is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.016.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, Company setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange)documents, (ii) the officers of the Company (y) who are authorized to sign the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which Company is a party andand (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete articles or certificate of incorporation and bylaws of the Company, respectively, certified as being true and (v) the members of the board of directors of the Subsidiaries of complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇to the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Subordinated Note and Warrant Documents and the Restructuring Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. Holders may conclusively rely on such certificate until they receive notice in writing from such Subsidiary to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as of Exhibit GC hereto, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) The Notes and the Warrants, duly completed, executed and delivered to each Holder, as applicable. (f) Opinions of ▇▇▇Haynes ▇▇▇ and ▇▇one, ▇▇▇, LLP, counsel to the CompanyCompany and Subsidiaries, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (g) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (h) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002). (i) Certified copies of the Senior Credit Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the Subordination Agreement. (j) Stockholders Agreement, Investors Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (k) payment of all legal fees and other reasonable expenses incurred by Heller ▇▇▇ ▇▇dwest incurred in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby. (l) consummation of the Restructuring Transactions on terms and conditions and pursuant to the Restructuring Documents acceptable in form and substance to the Holders. (m) termination of the Prior Subordination Agreement, the Prior Registration Rights Agreement and the Prior Stockholders Agreement. (n) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (o) such other documents as Holders or special counsel to Holders may reasonably request.

Conditions to Purchase. The obligation of Holders to exchange their Senior purchase the Notes for Series A-1 Preferred Stock pursuant to this Agreement and Warrants is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.016.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, Company setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange)documents, (ii) the officers of the Company (y) who are authorized to sign the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which Company is a party andand (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete articles or certificate of incorporation and bylaws of the Company, respectively, certified as being true and (v) the members of the board of directors of the Subsidiaries of complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇to the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Subordinated Note and Warrant Documents and the Restructuring Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. Holders may conclusively rely on such certificate until they receive notice in writing from such Subsidiary to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as of Exhibit GC hereto, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) The Notes and the Warrants, duly completed, executed and delivered to each Holder, as applicable. (f) Opinions of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the CompanyCompany and Subsidiaries, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (g) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (h) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002). (i) Certified copies of the Senior Credit Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the Subordination Agreement. (j) Stockholders Agreement, Investors Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (k) payment of all legal fees and other reasonable expenses incurred by ▇▇▇▇▇▇ and Midwest incurred in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby. (l) consummation of the Restructuring Transactions on terms and conditions and pursuant to the Restructuring Documents acceptable in form and substance to the Holders. (m) termination of the Prior Subordination Agreement, the Prior Registration Rights Agreement and the Prior Stockholders Agreement. (n) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (o) such other documents as Holders or special counsel to Holders may reasonably request.

Conditions to Purchase. Acceptance of Assignment of Receivables of Additional Originator; Release and Reconveyance of Certain Receivables. The obligation initial Purchase or acceptance of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt an assignment of security interest of Receivables generated by Holders a Subsidiary of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇which is not an Originator party hereto on May 19, ▇▇2021 is subject to the conditions precedent that on or prior to the date of such Purchase or acceptance, the Seller shall deliver or cause to be delivered to the Administrative Agent the following documents and instruments, all of which shall be in a form and substance acceptable to the Administrative Agent and each Facility Agent (with copies for the Facility Agents, and with such additional copies thereof as the Administrative Agent may request): (a) Consent of all Facility Agents to the addition of such Subsidiary as an Originator hereunder to the extent such consent is required pursuant to Section 3.02 of the -68- Purchase and Contribution Agreement; (b) A signature page or addendum to this Agreement by which such Subsidiary becomes a party to this Agreement; (c) A signature page or joinder agreement to the Purchase and Contribution Agreement by which such Subsidiary becomes a party to the Purchase and Contribution Agreement; (d) An acknowledgment by the Parent that the Obligations of such Subsidiary are guaranteed by it pursuant to the provisions of Article V of this Agreement; (e) For such Subsidiary, each document or certificate specified in Section 3.02(a) through (d) and Section 3.02(n), dated a date reasonably near the addition of such Subsidiary; (f) A financing statement (Form UCC-l) in proper form for filing naming such Subsidiary as the debtor/seller, the Seller, as the secured party/purchaser, and RBC, as Administrative Agent (on behalf of the Facility Agents for the benefit of the Purchasers and the ▇▇ ▇▇▇▇▇), ▇▇▇ ▇▇▇▇▇▇ as assignee, for filing in the state of such Subsidiary’s organization; (g) Executed copies of proper financing statements (Form UCC-2 or UCC-3), necessary under the laws of all appropriate jurisdictions to release all security interests and other rights of any Person in Receivables previously granted by such Subsidiary; (h) A certified copy of a request for information (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near such addition listing all effective financing statements which name such Subsidiary as debtor and which, in each case, are filed in jurisdictions in which the filings related to each such Subsidiary were made pursuant to item (g) above, together with copies of such Liens and financing statements; (i) Executed Blocked Account Agreements for any Lockboxes, Lockbox Accounts, Depositary Accounts and Blocked Local Accounts holding Collections of Receivables originated by such Subsidiary; (j) An opinion of ▇▇▇▇▇ ▇▇▇▇. ▇ LLP, dated a date reasonably near such addition, addressing all such matters included in the opinions described in clauses (bj) Certificates and (k) of the appropriate state agencies Section 3.02 with respect to such Subsidiary; (k) Such historical portfolio information and data with respect to such Subsidiary hereunder as may be requested by the existence, qualification and good standing of Administrative Agent; (l) Evidence satisfactory to the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered Administrative Agent that such Subsidiary is able to each Holder, as applicable. (d) A compliance certificate which shall be substantially provide information on a monthly basis sufficient for inclusion in the form attached hereto as Exhibit G, duly and properly executed Monthly Report required by a Responsible Officer and dated as of the Closing Date. (e) Opinions of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.Section 4.11(a); and

Conditions to Purchase. The obligation of Holders the Purchaser to exchange their Senior Notes purchase ---------------------- and pay for Series A-1 Preferred Stock pursuant to this Agreement is the Purchaser Units at the Closing shall be subject to the receipt fulfillment, or the waiver by Holders of all the Purchaser, prior to or at the Closing, of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substanceconditions: (a) A certificate all representations and warranties and other statements of the Secretary or an Assistant Secretary Company herein shall be, at and as of the CompanyClosing Date, after giving effect to the transactions contemplated by this Agreement, true and correct in all material respects; (b) the Company shall have performed and complied with all of its obligations and conditions hereunder to be performed on or prior to the Closing Date in all material respects; (c) the Company shall have furnished or caused to be furnished to the Purchaser a certificate, dated the Closing Date, setting forth (i) resolutions Date and signed by one of its board of directors with respect senior officers as to the authorization fulfillment of the conditions set forth in clauses (a) and (b) of this Section 4; (d) the Company to execute and deliver certificates representing shall have entered into a definitive technology transfer agreement (the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is "Technology Agreement") with ▇▇▇ ▇. ▇▇▇▇▇ in a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection form satisfactory with the Exchange), Company and its counsel; (iie) the officers Company shall have entered into definitive stock purchase agreements (the "Employee Stock Agreements") with each of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ . ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇.▇ on terms substantially as described in the Business Plan and the Supplemental Business Plan (as defined in the Subscription Agreements) and in a form satisfactory to the Administrative Partners of the Partnership; (bf) Certificates of the appropriate state agencies with respect Company shall have received prior to the existence, qualification Closing pursuant to this Agreement and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, several Subscription Agreements executed and delivered to by each Holder, as applicable.of the Purchasers ("Subscription Agreement") cash gross proceeds from the issuance of the Purchaser Units of at least $150,000; and (dg) A compliance certificate which each Purchaser shall be substantially in have been furnished with the form attached hereto as Exhibit Gfavorable opinion, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Date and addressed to the Purchaser from ▇▇▇▇▇▇▇ and & ▇▇▇▇▇, LLP, counsel to for the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably requestAdministrative Partners of the Partnership.

Conditions to Purchase. The obligation of Holders to exchange their Senior purchase the Notes for Series A-1 Preferred Stock pursuant to this Agreement and Warrants is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.016.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, Company setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange)documents, (ii) the officers of the Company (y) who are authorized to sign the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which Company is a party andand (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete articles or certificate of incorporation and bylaws of the Company, respectively, certified as being true and (v) the members of the board of directors of the Subsidiaries of complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇to the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Subordinated Note and Warrant Documents and the Restructuring Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. Holders may conclusively rely on such certificate until they receive notice in writing from such Subsidiary to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as of Exhibit GC hereto, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) The Notes and the Warrants, duly completed, executed and delivered to each Holder, as applicable. (f) Opinions of ▇▇▇▇▇▇ Haynes and ▇▇▇▇▇Boone, LLP, counsel to the CompanyCompany and Subsidiaries, in form and substance satisfactory ▇▇▇ ▇▇bstan▇▇ ▇▇tisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (g) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (h) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002). (i) Certified copies of the Senior Credit Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the Subordination Agreement. (j) Stockholders Agreement, Investors Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (k) payment of all legal fees and other reasonable expenses incurred by Heller and Midwest incurred in connection with the preparation, executio▇ ▇▇▇ delivery of this Agreement and the transactions contemplated hereby. (l) consummation of the Restructuring Transactions on terms and conditions and pursuant to the Restructuring Documents acceptable in form and substance to the Holders. (m) termination of the Prior Subordination Agreement, the Prior Registration Rights Agreement and the Prior Stockholders Agreement. (n) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (o) such other documents as Holders or special counsel to Holders may reasonably request.