Common use of Reviewed Documents Clause in Contracts

Reviewed Documents. In rendering the opinions expressed herein, we have reviewed and examined originals or copies of the following (collectively, the “Reviewed Documents”): 1. The Securities Purchase Agreement dated June 30, 2008, as amended by the First Amendment to Securities Purchase Agreement dated July 10, 2008 and by the Second Amendment to Securities Purchase Agreement dated November 13, 2009 (as so amended, the “Existing Agreement”), by and among the Company and the Purchaser (collectively, along with the Third Amendment, the Note and the Affirmation referred to below, the “Transaction Documents”); 2. The Third Amendment to Securities Purchase Agreement (the “Third Amendment”), dated as of the date hereof, by and among the Company and the Purchaser; 3. The Secured Senior Note by the Company in favor of the Purchaser, dated as of the date hereof, in the aggregate principal amount of $27,750,000 (the “Note”); ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Partners IV, L.P. December 23, 2010 4. The Acknowledgment and Affirmation of Subsidiary Guaranty and Subsidiary Collateral Documents, dated as of the date hereof, by the Company and certain of its subsidiaries in favor of the Purchaser (the “Affirmation”); 5. A copy of the Restated Articles of Incorporation of the Company, as amended (the “Articles”), certified as true and correct by the Secretary of the Company as of the date hereof; 6. A good standing certificate of the Company from the Secretary of State of the State of California, dated December 8, 2010 (the “Good Standing Certificate”); 7. The Bylaws of the Company (the “Bylaws”), certified by an officer of the Company as of the date hereof; 8. A unanimous written consent executed by the board of directors of the Company relating to the authorization, issuance and sale of the Shares and the Note and certain other actions to be taken in connection with the sale thereof and the Transaction Documents; and 9. An Officer’s Certificate of the Company dated as of the date hereof (the “Officer’s Certificate”), in the form attached hereto.

Reviewed Documents. In rendering the opinions expressed herein, we have reviewed and examined originals or copies of the following (collectively, the “Reviewed Documents”): 1. The Securities Purchase Agreement dated June 30, 2008, as amended by the First Amendment to Securities Purchase Agreement dated July 10, 2008 and by the Second Amendment to Securities Purchase Agreement dated November 13, 2009 (as so amended, the “Existing Agreement”), by and among the Company and the Purchaser (collectively, along with the Third Amendment, the Note and the Affirmation referred to below, the “Transaction Documents”); 2. The Third Amendment to Securities Purchase Agreement (the “Third Amendment”), dated as of the date hereofDecember 23, 2010, by and among the Company and the Purchaser; 3. The Secured Senior Note by the Company in favor of the Purchaser, dated as of the date hereof, in the aggregate principal amount of $27,750,000 (the “Note”); ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Partners IV, L.P. December 23, 2010 4. The Acknowledgment and Affirmation of Subsidiary Guaranty and Subsidiary Collateral Documents, dated as of the date hereof, by the Company and certain of its subsidiaries in favor of the Purchaser (the “Affirmation”); 5. A copy of the Restated Articles of Incorporation of the Company, as amended (the “Articles”), certified as true and correct by the Secretary of the Company as of December 23, 2010; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Partners IV, L.P. December 28, 2010 4. A copy of the date hereofCertificate of Determination of Rights, Preferences and Privileges of Series B Convertible Preferred Stock filed with the Secretary of State of the State of California on December 27, 2010 (the “Certificate of Determination”); 65. A good standing certificate of the Company from the Secretary of State of the State of California, dated December 8, 2010 (the “Good Standing Certificate”); 76. The Bylaws of the Company (the “Bylaws”), certified by an officer of the Company as of the date hereof; 87. A unanimous written consent executed by the board of directors of the Company relating to the authorization, issuance and sale of the Shares and the Note and certain other actions to be taken in connection with the sale thereof and the Transaction Documents; and 98. An Officer’s Certificate of the Company dated as of the date hereof December 23, 2010 (the “Officer’s Certificate”), in the form attached hereto.