Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent Investors and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate Incorporation of incorporation, as amendedthe Company, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all excise taxes by that entity the Company and as to listing all documents of the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Notes and Warrants and the granting reservation, issuance and delivery of the security interest Warrant Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing any of this Agreement Agreement, the Security Agreement, the Notes and the Loan Documents Warrants and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (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 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 Agent Purchasers purchasing shares in such Closing and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate Incorporation of incorporation, as amendedthe Company, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all excise taxes by that entity the Company and as to listing all documents of the charter documents Company on file in the office of such Secretary of State; andwith said Secretary. (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, such Closing and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementthe Agreements, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Shares, and the granting reservation, issuance and delivery of the security interest 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 Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Agreements; (C) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above, except for the filing of the Restated Certificate; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement the Agreements, the stock certificates representing the Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel reasonably may request.

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this the Credit Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account interests and other Liens contemplated herebyhereby or by the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this the Credit Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying as to the conditions set forth in Sections 4.01(k) and 4.01(l).

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying (A) as to the truth in all material respects of the 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 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 (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 Agent Company shall have received for each of the Borrower and the Guarantorsfollowing: (i1) a copy Copies of such entityresolutions of Parent's certificate and Acquisition Corp.'s respective boards of incorporation, as amendeddirectors and the sole shareholder of Acquisition Corp., certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Statetheir respective Secretaries, dated as of a recent dateauthorizing and approving, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunderextent applicable, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Statement of Merger, the Certificate of Merger, the Certificate of Amendment and any all other documents required or contemplated hereunder or thereunder and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the granting respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the security interest officers authorized to execute the documents referred to in the Letter of Credit Account paragraph (1) above and other Liens contemplated hereby, (C) further certifying that the certificate articles or certificates of incorporation and Bylaws of that entity has Parent and Acquisition Corp. appended thereto have not been amended since or modified. (3) A certificate, dated the Closing Date, executed by the Secretary of each of the Parent and Acquisition Corp., 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, the Certificate of Merger, the Certificate of Merger, the Certificate of Amendment and the consummation of the Merger shall have been duly made or obtained, 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 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 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 last amendment thereto indicated on good standing and corporate existence of the certificate of Parent made available to the Company by the Secretary of State furnished 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 shall have voted against the Merger or shall have demanded or exercised their appraisal rights pursuant to clause Section 262 of the DGCL. (i10) above Such additional supporting documentation and (D) as other information with respect to the incumbency and specimen signature of each officer of that entity executing this Agreement and transactions contemplated hereby as the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Company may reasonably request.

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsLoan Parties: (i) a copy of such entity's ’s certificate of incorporationincorporation 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 of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby and by the Security Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent Investor shall have received for each copies of the Borrower following supporting documents (in form and substance satisfactory to the Guarantors:Investor): (ia) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, date as to the due incorporation or formation and good standing of the Company and payment listing all documents of taxes by that entity and the Company on file with said Secretary; (b) 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 charter documents on file in continued good standing of the office of such Secretary of State; andCompany; (iiic) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Ai) that attached thereto is a true true, correct and complete copy of the by-laws Certificate of that entity Incorporation 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 certificationthe Company to amend or modify the same in any respect or to liquidate, dissolve or wind up the affairs of the Company; (Bii) that attached thereto is a true true, correct and complete copy of the By-laws 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; (iii) that attached thereto are true, correct and complete copies of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required to which the Company is or contemplated hereunder or thereunder will be a party and the granting issuance, sale, and delivery of the security interest Shares (which resolutions shall be in form and substance satisfactory to the Letter of Credit Account Investor), and other Liens contemplated hereby, (C) that all such resolutions are still in full force and effect and that no action has been taken or is proposed to be taken by or on the certificate of incorporation of that entity has not been amended since the date part of the last amendment thereto indicated on Company to amend, modify or rescind the certificate of the Secretary of State furnished pursuant to clause same in any respect; and (iiv) above and (D) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the stock certificates representing the Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiiv)); and (d) such additional supporting documents as the Investor may reasonably request.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationWashington, dated as of a recent date as to the due incorporation or organization and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate telegram, telex or other acceptable method of such confirmation from said Secretary of State, dated as of a recent date, the close of business on the next business day preceding the date of the First Closing as to the continued good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated as of the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Closing and certifying certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the byCertificate of Incorporation and By-laws of that entity as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and delivery of the Purchased Notes and the granting of the security interest Preferred Shares, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect; (C3) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (D4) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the stock certificates representing the Purchased Notes and the Loan Documents Preferred Shares, and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as such Purchaser may reasonably request.

Supporting Documents. The Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the Board of 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) a copy 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 entity's certificate of incorporation, as amended, certified 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 and evidence that the Company 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 incorporation;activities makes such qualification necessary. (ii6) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of transactions contemplated hereby as Parent and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Acquisition Corp. may reasonably request.

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this the Credit Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this the Credit Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Article III hereunder and in the other Loan Documents and made by it 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 (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 Agent Phoenix at the Closing shall have received for each of the Borrower and the Guarantorsfollowing: (i1) a copy of such entity's A good standing certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationCompany and CIC Acquisition Corp.; (ii2) a certificate of such Secretary of StateAn opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a recent date, as form satisfactory to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andPhoenix; (iii3) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy Copies of resolutions adopted by of the Board of Directors of that entity the Company (the “Board”), certified by the Vice President and Assistant Treasurer of the Company, authorizing and approving (A) the Borrowings filing of the Charter Amendment, the Certificate of Designation (Series C), the Amended and Letter Restated Certificate of Credit extensions hereunderDesignation (Series B) and the Second Amended and Restated Certificate of Designation (Series A-1); (B) the issuance and delivery of the 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 in accordance with their respective terms of this Agreement, the Loan Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the other Transaction Documents and any all other documents required or contemplated hereunder or thereunder and instruments to be delivered pursuant hereto and thereto; (4) Copies of resolutions of the Special Committee of the Board of Directors of the Company, certified by the Vice President and Assistant Treasurer of the Company, authorizing, approving and recommending the approval by the Board of (A) the issuance of the Purchased Shares and the granting Warrants; (B) the consummation of the security interest in transactions contemplated by this Agreement and the Letter of Credit Account other Transaction Documents; and other Liens contemplated hereby, (C) the execution, delivery and performance of this Agreement, the Certificate of Designation (Series C), the Amended and Restated Certificate of Designation (Series B), the Second Amended and Restated Certificate of Designation (Series A-1), the Warrants and the other Transaction Documents; (5) Copy of the Certificate of Incorporation and the By-laws of the Company, certified by the Vice President and Assistant Treasurer of the Company; and (6) A certificate of incumbency executed by the Vice President and Assistant Treasurer of the Company (A) certifying the 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 Certificate of incorporation Designation (Series C) delivered to Phoenix at the time of that entity the execution of this Agreement has been validly adopted and has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))modified.

Supporting Documents. The Agent Medtronic and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (ia) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of State, Delaware dated as of a recent date, date within five days prior to the Closing Date as to the good standing of the Company and the payment of all excise taxes by that entity the Company and as to listing all documents of the charter documents Company on file in the office of such with said Secretary of State; and, and evidence satisfactory to Medtronic of the filing of the Certificate of Designation described in Section 2.1; (iiib) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date certifying: (i) that entity dated the Company's Certificate of Incorporation and Bylaws have not been amended since the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying copies thereof previously delivered to Medtronic; (Aii) that attached thereto is a true and complete copy of the by-laws of 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 of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery delivery, and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting issuance, sale, and delivery of the security interest Purchased Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above by this Agreement; and (Diii) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Purchased Shares, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiib)); and (c) such additional supporting documents and other information with respect to the operations and affairs of the Company as Medtronic or its counsel reasonably may request.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); (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 (iv) an incumbency certificate of the Collateral Agent as to the person or persons authorized to execute and deliver this Agreement, the Collateral Documents, and any other documents to be executed on behalf of the Collateral Agent in connection with the transactions contemplated hereby and the signatures of such person or persons.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower Loan Parties in form and substance reasonably satisfactory to the GuarantorsAdministrative Agent: (i) to the extent available in the applicable jurisdiction, (x) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; such entity’s incorporation or formation (ii) a certificate other than in respect of such Secretary of Stateany entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of and payment of taxes by that entity and (y) a certificate of good standing issued by the Registrar of Companies dated as to the charter documents on file of a recent date in respect of each Loan Party incorporated, registered or formed in the office of such Secretary of State; andCayman Islands; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate 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 that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation incorporation, registration or formation (or equivalent constitutional documents) of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or similar authorized person of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrowers certifying (A) as to the accuracy in all material respects of the representations and warranties of all of the Loan Parties set forth 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 (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 Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this the Credit Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this the Credit Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying (A) as to the truth in all material respects of the 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 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 (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 Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the board of 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, 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) a copy 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 such entity's certificate this Agreement and the Certificate of incorporationMerger and the consummation of the Merger shall have been duly made or obtained, as amendedand all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, certified 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. (3) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the 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 United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its incorporation;activities makes such qualification necessary. (ii4) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of transactions contemplated hereby as Parent and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Acquisition Corp. may reasonably request.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationWashington, dated as of a recent date as to the due incorporation or organization and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate telegram, telex or other acceptable method of such confirmation from said Secretary of State, dated as of a recent date, the close of business on the next business day preceding the date of the Second Closing as to the continued good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated as of the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Closing and certifying certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the byCertificate of Incorporation and By-laws of that entity as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and the granting delivery of the security interest Purchased Notes, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect; (C3) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (D4) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the certificates representing the Purchased Notes, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as such Purchaser may reasonably request.

Supporting Documents. The Agent WCAS VII (on behalf of the Purchases and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, and (y) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an a Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Registration Rights Agreement Amendment, the Amended and any other documents required or contemplated hereunder or thereunder Restated Stockholders Agreement, the Note and the granting issuance, sale and delivery of the security interest Securities, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated hereby and other Liens contemplated hereby, thereby; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Registration Rights Agreement Amendment, the Amended and Restated Stockholders Agreement, the Note and the Loan Documents stock certificates representing the Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers of their counsel may reasonably request All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent On or prior to the Closing Date the Investors and their special counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (ia) a copy copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation;Delaware (iib) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and the Company on file with said Secretary (c) 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 charter documents on file in continued good standing of the office of such Secretary of State; andCompany (iiid) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A1) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Registration Rights Agreement, the Loan Documents issuance, sale, and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Convertible Preferred Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above and above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and the Loan Documents Registration Rights Agreement, the stock certificate or certificates representing the Preferred Shares and any other document delivered by it in connection herewith certificate or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiid)); and (e) 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 request. All such documents shall be satisfactory in form and substance to the Investors and their counsel.

Supporting Documents. The Agent WCAS VII (on behalf of the Purchasers) and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiy) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Initial Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Registration Rights Agreement Amendment, the Stockholders Agreement Amendment and the granting issuance, sale and delivery of the security interest Securities, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated hereby and other Liens contemplated hereby, thereby; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Registration Rights Agreement Amendment, the Stockholders Agreement Amendment and the Loan Documents stock certificates representing the Initial Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, (iiB) a certificate of such 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 (C) a certificate of the Secretary of StateState of the State of New York, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file Company in the office of such Secretary of Statestate; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, including the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Purchased Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, ; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Purchased Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)ii).

Supporting Documents. The Agent Investors and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation;Delaware; (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company (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 such the Secretary of State, the Company dated as of a recent date, as to the good standing of Closing Date and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the 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 by-laws Bylaws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementthe Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Preferred Shares and the granting reservation, issuance and delivery of the security interest 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 Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above Charter was originally filed; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing Transaction Documents, the stock certificates representing the Preferred Shares, the stock certificates representing the ISB Shares, the Warrants and any certificate referred to in this clause (iii))or instrument furnished pursuant hereto.

Supporting Documents. The Agent Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate Good Standing of incorporation, as amendedthe Company, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, and (B) a certificate of said Secretary dated as of a recent date as to 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 such the Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Registration Rights Agreement, the Standstill Agreement, the Amendment No. 1 to Rights Agreement, the issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Preferred Shares and the granting Warrants and the reservation, issuance and delivery of the security interest Conversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement; and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing any of this Agreement, the Registration Rights Agreement, the Standstill Agreement, the Amendment No. 1 to Rights Agreement and the Loan Documents Warrants, and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel reasonably may request.

Supporting Documents. The Agent Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (ia) a copy of such entity's certificate of incorporation, as amendedThe Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) Delaware, in the form of EXHIBIT B, together with a certificate of such said Secretary of State, dated as of a recent date, date as to the legal existence and good standing of the Company in the State of Delaware, and payment certificates of taxes by that entity and the Secretary of 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 charter documents on file Company's qualification and good standing in the office of such Secretary of State; andjurisdiction. (iiib) a A certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or Company dated as of the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Ai) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity 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 of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance of this Agreement and the Convertible Notes, and the issuance, sale and delivery of the Conversion Shares, and that all such resolutions are in accordance full force and effect and are all of the resolutions adopted in connection with their respective terms of the transactions contemplated by this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (Diii) as to the incumbency and specimen signature signatures of each officer of that entity the Company executing this Agreement and the Loan Documents Convertible Notes on behalf of the Company and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (iii)b). (c) The acceptance, by CT Corporation System, of its appointment as agent for service of process pursuant to Section 7.9 of this Agreement and Section 9.6

Supporting Documents. The Agent Buyer shall have received for each the documents set forth below: 8.3.1 Certificate(s) representing all of the Borrower 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 Guarantors: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 copy the representations and warranties of the 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 entity's certificate particular dates), except to the extent that failure of incorporation, as amended, certified 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 its incorporation; Material Adverse Effect, and (ii) a certificate of such Secretary of State, dated as of a recent datethe Closing Date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file condition set forth in the office of such Secretary of State; andSection 8.1 is satisfied. (iii) a certificate 8.3.4 Certificates of the Secretary or an Assistant Secretary of that entity the Companies and the Companies’ Subsidiaries dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Ai) that attached thereto is a true and complete copy of the by-laws organizational documents (e.g., Articles of that 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 Managers of Directors of that entity the Shareholder authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting ancillary agreements and all transactions contemplated by this Agreement and that all such resolutions are in full force and effect as of the security interest in Closing Date; and 8.3.6 Certificates of good standing for the Letter of Credit Account Companies and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of Companies’ Subsidiaries from the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred jurisdiction in which such entity was formed dated no more than five (5) days prior to in this clause (iii))Closing.

Supporting Documents. The Agent On or prior to the Closing Date, the Lender shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as good standing for the Company and each of a recent date by its Subsidiaries from the Secretary secretary of State state of the state of its incorporation; (ii) a certificate of such Secretary of State, organizational jurisdiction dated as of a recent date, as to ; (ii) certified copies of the good standing Certificate of Incorporation and payment By-laws of taxes by that entity the Company and as to the charter documents on file in the office each of such Secretary of Stateits Subsidiaries; and (iii) 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: (x) that entity dated 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 initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Company and certifying (A) that attached thereto each Subsidiary which is a true and complete copy of the by-laws of that entity as in effect on the date of such certificationGuarantor, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company or Guarantor, as the case may be, authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the each Loan Documents and any other documents required or contemplated hereunder or thereunder Document to which it is a party and the granting of the security interest in the Letter of Credit Account borrowings and other Liens contemplated hereby, (C) that the certificate extensions of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above credit hereunder; and (Dz) as with respect to the Company and each Subsidiary which is a Guarantor, the incumbency and specimen signature of each officer of that entity the Company or Guarantor, as the case may be, executing this Agreement each Loan Document to which it is a party and the Loan Documents any certificates or any other document delivered by it in connection herewith instruments furnished pursuant hereto or therewith (such certificate to contain thereto, and a certification by another officer of that entity 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 (iii))iv) such other documents as the Lender may reasonably request.

Supporting Documents. The Agent On or prior to the Second Closing Date, the Investor and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (iA) copies of the Certificate of Formation of the Company (or Certificate of Incorporation if the Company has become a copy of such entity's certificate of incorporationcorporation), as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state of its incorporationDelaware Secretary; (iiB) a certificate of such the Delaware Secretary of State, dated as of a recent date, date as to the due formation and good standing of the Company and payment listing all documents of taxes by that entity and the Company on file with said Secretary; (C) 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 charter documents on file in continued good standing of the office of such Secretary of StateCompany; and (iiiD) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Closing Date and certifying certifying: (A1) that attached thereto is a true and complete copy of the by-laws Amended Operating Agreement (or Certificate of that entity 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 resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Amended Operating Agreement and the granting Registration Rights Agreement, the issuance, sale and delivery of the security interest Member Interests to be purchased by the Investor, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Formation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (iB) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Amended Operating Agreement and the Loan Documents Registration Rights Agreement and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiivi)). All such documents shall be reasonably satisfactory in form and substance to the Investor and its counsel.

Supporting Documents. The Administrative Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunderhereunder (to the extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Loans or initial 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 Agent At the Closing, the Purchasers shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (a) (i) a copy of such entity's certificate of incorporation, as amendedthe Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware and (ii) a certificate of such said Secretary of State, dated as of a recent date, date as to the good standing due incorporation and subsistence of the Company, and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of Statewith said Secretary; and (iiib) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Ai) that attached thereto is a true and complete copy of the by-laws of 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 (the "Company Board") or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents issuance, sale, delivery, and any other documents required or contemplated hereunder or thereunder performance of the Notes and the granting Warrants, and the reservation, issuance and delivery of the security interest Warrant Shares upon the exercise of the Warrants, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (Cii) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ia)(ii) above above; and (Diii) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Notes, and the Loan Documents Warrants and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiib)).;

Supporting Documents. The Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the Board of 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) a copy 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 such entity's certificate this Agreement and the Certificate of incorporationMerger and the consummation of the Merger shall have been duly made or obtained, as amendedand all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, certified 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 and evidence that the Company 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 incorporation;activities makes such qualification necessary. (ii5) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of transactions contemplated hereby as Parent and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Acquisition Corp. may reasonably request.

Supporting Documents. The Agent As of the Closing Date, Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the state Company’s due incorporation and listing all documents of its incorporation;the Company on file with said Secretary and a certificate of said Secretary as to the good standing of the Company; and (ii) a certificate of such the Company’s Secretary of State, dated as of a recent datethe Closing Date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the 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 true, correct and complete copy of the by-laws of that entity Bylaws as in effect on the date of such certification, certification 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 of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Common Shares, and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the Letter of Credit Account and other Liens only resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the stock certificates representing the Common Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant thereto, and a certification by another authorized officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)ii).

Supporting Documents. The Agent At the Closing, the Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (a) (i) a copy of such entity's certificate of incorporation, as amendedthe Charter, certified as of a recent date by the Secretary of State of the state Commonwealth of its incorporation; Massachusetts and (ii) a certificate (A) of such said Secretary of State, dated as of a recent date, date as to the good standing due incorporation and subsistence of the Company, and payment listing all documents of taxes by that entity 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 charter due incorporation and subsistence of Bart▇▇▇, ▇▇d listing all documents on of Bart▇▇▇ ▇▇ file in the office of such Secretary of State; andwith said Secretary; (iiib) a certificate of the Secretary Clerk or an Assistant Secretary Clerk of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Ai) that attached thereto is a true and complete copy of the by-laws of 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 (the "Company Board") or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this AgreementAgreement and the Other Loan Documents, the Loan Documents issuance, sale, delivery, and any other documents required or contemplated hereunder or thereunder performance of the Note and the granting Warrant, and the reservation, issuance and delivery of the security interest Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (Cii) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ia)(ii) above above; and (Diii) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Note, the Other Loan Documents, and the Loan Documents Warrant and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiib)); (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 (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, dated as of a recent date as to the due incorporation or organization and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate telegram, telex or other acceptable method of such confirmation from said Secretary of State, dated as of a recent date, the close of business on the next business day preceding the date of the First Closing as to the continued good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated as of the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Closing and certifying certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the byCertificate of Incorporation and By-laws of that entity Laws as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and the granting delivery of the security interest Preferred Shares, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect; (C3) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (D4) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the stock certificates representing the Preferred Shares, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as such Purchaser may reasonably request.

Supporting Documents. The Administrative Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, hereunder and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Loans, 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 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 Agent Sibling shall have received for each of the Borrower and the Guarantorsfollowing: (i) a copy Copies of such entity's 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 incorporationincumbency 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 execution and delivery of this Agreement and the consummation of the Acquisition shall have been duly made or obtained, 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 amendedan officer and director of Sona, certified 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 Texas and evidence that Sona 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 incorporation;activities makes such qualification necessary. (iivi) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of and payment of taxes by that entity and transactions contemplated hereby as to Sibling may reasonably request including, but not limited to, the charter documents on file in the office of such Secretary of State; and (iii) a certificate acceptance of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate executive compensation agreements referred to in this clause (iii))Section 3.19 hereof and the agreement 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 Agent UniHolding and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) NDA's Certificate of such entity's certificate of incorporation, as amendedIncorporation, certified as of a recent date by the Secretary of State of the state of its incorporation; Delaware and (iiB) a certificate of such the Secretary of State, State of the State of Delaware dated as of a recent date, date as to the due incorporation and good standing of and NDA, the payment of all excise taxes by that entity NDA and as to the charter listing all documents of NDA on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity NDA dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 stockholders of that entity NDA authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Option Agreement, the Registration Rights Agreement and the granting Stockholders' Agreement, the issuance, sale and delivery of the security interest Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and other Liens contemplated herebythe Stockholders, Agreement; (C) that the certificate NDA's Certificate of incorporation of that entity Incorporation attached hereto as Exhibit C is in full force and effect and has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and amended; (D) no default, or occurrence or omission which, with notice or the 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 sale of Shares; and (E) to the incumbency and specimen signature of each officer of that entity NDA executing this Agreement, the Option Agreement, the Registration Rights Agreement, the Stockholders' Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain stock certificates representing the Shares and a certification by another officer of that entity 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 NDA as UniHolding or its counsel reasonably may request.

Supporting Documents. The Agent Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiy) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, Amendment No. 1 to the Loan Documents and any other documents required or contemplated hereunder or thereunder Registration Rights Agreement, Amendment No. 1 to the Stockholders Agreement and the granting issuance, sale and delivery of the security interest Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated hereby and other Liens contemplated hereby, thereby; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, Amendment No. 1 to the Registration Rights Agreement, Amendment No. 1 to the Stockholders Agreement and the Loan Documents stock certificates representing the Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (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.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit extensions hereunder, issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty 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 Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing and the Company’s payment of all franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of such the Company’s Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderapplicable Closing Date, whichever first occurs, and certifying certifying: (A) that attached thereto is a true true, correct and complete copy of the by-laws of that entity Bylaws as in effect on the date of such certification, certification 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 of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Shares and the granting Warrant, and the reservation of the security interest Warrant Shares and the Preferred Stock Conversion Shares, and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the Letter of Credit Account and other Liens only resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another authorized officer of that entity 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 as the Purchaser or its counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the Board of 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) a copy 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 such entity's certificate this Agreement and the Certificate of incorporationMerger and the consummation of the Merger shall have been duly made or obtained, as amendedand all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, certified 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 and evidence that the Company 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 incorporation;activities makes such qualification necessary. (ii5) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of transactions contemplated hereby as Parent and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Acquisition Corp. may reasonably request.

Supporting Documents. The Agent On or prior to the Closing Date the Investors and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (ia) a copy of such entity's certificate of incorporation, as amended, the New Articles certified as of a recent date by the Secretary of State of the state State of its incorporationOhio; (iib) a certificate of such said Secretary of State, dated as of a recent date, date as to the due organization and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiic) a certificate of the Secretary or an Assistant Secretary comparable representative of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A1) that attached thereto is a are true and complete copy copies of the by-laws New Articles and Regulations of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true true, correct and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Shareholders Agreement, the issuance, sale, and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest New Class B Preferred and of the issuance, sale and delivery of shares of Common Stock upon conversion of the New Class B Preferred, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate New Articles of incorporation of that entity has the Company have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Shareholders Agreement, the certificate or certificates representing the New Class B Preferred and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiic)); and (d) 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 and their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) (A) in the case of the Selling Shareholder Closing, a certified copy of such entity's certificate of incorporation, as amended, certified the Existing Articles as of a recent date by and, in the Secretary of State case of the state Closing, a certified copy of its incorporationthe Articles, and (B) a certificate of status dated as of a recent date from the Ministry of Government Services (Ontario) stating that the Company is incorporated under the Business Corporations Act (Ontario) (the “OBCA”) and has not been discontinued or dissolved under the OBCA; (ii) a certificate of such the Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 and the shareholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementthe Transaction Documents, the Loan Documents Amalgamation, the issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Preferred Shares and the granting reservation, issuance and delivery of the security interest Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Existing Articles has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the share certificates representing the Preferred Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchaser or its counsel reasonably may request.

Supporting Documents. The Agent On or prior to the Closing Date the Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of such entity's certificate (1) the Certificate of incorporationIncorporation of the Company (as the same shall be in effect after giving effect to the Merger), as amendedincluding all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, which shall be substantially in the form of Exhibit D hereto, and (ii2) a certificate of such Secretary of Statesaid Secretary, dated as of a recent date, as to the due incorporation and good standing of the Company, and payment of taxes by that entity and as listing all documents relating to the charter documents Company on file in the office of such Secretary of Statewith said official; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Ancillary Agreements and the granting Merger Agreements, the issuance, sale and delivery of the security interest CCW Shares, the issuance, sale and delivery by Centennial (as the corporation surviving the Merger) of the Centennial Shares and the Note and the performance of the transactions contemplated by the Merger Agreement, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and the Loan Documents Ancillary Agreements, the stock certificates representing the CCW Shares, the Note and the stock certificates representing the Centennial Shares (on behalf of the corporation surviving the Merger) and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent On or prior to the Closing Date the Investors and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (ia) a copy of such entity's certificate of incorporationthe Existing Articles, as amendedamended hereunder, certified as of a recent date by the Secretary of State of the state State of its incorporationOhio; (iib) a certificate of such said Secretary of State, dated as of a recent date, date as to the due organization and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiic) a certificate of the Secretary or an Assistant Secretary comparable representative of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying 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 that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true true, correct and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents issuance, sale, and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest New Class B Preferred and of the issuance, sale and delivery of shares of Common Stock upon conversion of the New Class B Preferred, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Existing Articles, as amended hereunder, of incorporation of that entity has the Company have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the certificate or certificates representing the New Class B Preferred and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiic)); and (d) 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 and their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Agent shall Purchasers and their counsel will have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate Incorporation of incorporationthe Company, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all excise taxes by that entity the Company and as to listing all documents of the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity 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 of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this AgreementAgreement and the Security and Pledge Agreements, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Notes and the granting of Warrants, and that all such resolutions are in full force and effect and are all the security interest resolutions adopted in connection with the Letter of Credit Account and other Liens transactions contemplated hereby, by this Agreement; (C) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing any of this Agreement Agreement, the Security and Pledge Agreements, the Loan Documents Notes, the Warrants and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 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 Agent Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, (iiB) a certificate of such 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) a certificate of the Secretary of StateState of the State of New York, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file Company in the office of such Secretary of Statestate; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, including the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Purchased Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, ; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Purchased Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)ii).

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or manager of that entity as to the incumbency and signature of the officer or manager signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsLoan Parties: (i) a copy of such entity's ’s certificate of incorporationincorporation 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 of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby and by the Security Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (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 Restatement Effective 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.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit extensions hereunder, issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i‎(i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii‎(iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty 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 Administrative Agent shall have received for each of in form and substance reasonably satisfactory to the Borrower and the GuarantorsAdministrative Agent: (i) from the Borrower, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower, a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyFirst Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents First Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this First Amendment as though made by it on the First Amendment Effective 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 this First Amendment), (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 a Default or an Event of Default and (C) that, after giving pro forma effect to the 2014 Revolving Commitments, the Borrower is in pro forma compliance with the covenant set forth in Section 6.09(a) of the Credit Agreement.

Supporting Documents. The Agent On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of(1) the Certificate of such entity's certificate Incorporation of incorporationthe Company and each of its Subsidiaries, as amendedincluding all amendments thereto, certified as of a recent date by the Secretary of State of the state jurisdiction of its incorporation; incorporation of such corporation and (ii2) a certificate of such Secretary of StateSecretary, dated as of a recent date, as to the due incorporation and good standing of such corporation, and payment of taxes by that entity and as listing all documents relating to the charter documents Company or such Subsidiary, as the case may be, on file in the office of with such Secretary of Stateofficial; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Notes and the granting Ancillary Agreements, the issuance, sale and delivery of the security interest Securities and the amendment of the Company'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 Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Ancillary Agreements, the Initial Note, the stock certificates representing the Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of StateColorado, dated as of a recent date, date as to the due incorporation or organization and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company in substantially the form of EXHIBIT "C", dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occursClosing Date, and certifying certifying: (Ai) that attached thereto is a true true, correct and complete copy of each of the byCertificate of Incorporation and By-laws of that entity Laws as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (ii) that attached thereto is a true true, correct and complete copy of resolutions all Resolutions adopted by the Board of Directors (and any committees thereof) of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and the granting delivery of the security interest Common Shares, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect attached hereto as EXHIBIT "D"; (Ciii) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (Div) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the stock certificates representing the Common Shares, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause Paragraph (iiic)).;

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower Loan Parties in form and substance reasonably satisfactory to the GuarantorsAdministrative Agent: (i) to the extent available in the applicable jurisdiction, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; such entity’s incorporation or formation (ii) a certificate other than in respect of such Secretary of Stateany entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andState and a certificate of good standing issued by the Registrar of Companies dated as of a recent date in respect of each Loan Party incorporated, registered or formed in the Cayman Islands; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate 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 that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation incorporation, registration or formation (or equivalent constitutional documents ) of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or similar authorized person of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from each Loan Party certifying (A) as to the accuracy 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 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 Agent On or prior to the date hereof, the ------------- -------------------- Bank shall have received for each the following supporting documents, all of which shall be satisfactory in form and substance to the Borrower and the GuarantorsBank: (a) A certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the Company certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of the Loan Documents and the performance of the Company's obligations and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption: (B) that attached thereto is a true and correct copy of the Certificate of Incorporation of the Company, that such entity's Certificate of Incorporation has 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 incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationFlorida attached thereto; and (C) the incumbency and signatures of the officers of the Company signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Company in connection therewith, and (ii) another authorized officer of the Company certifying the incumbency and signature of the Secretary or Assistant Secretary of the Company; (iib) a A certificate of such the Florida Secretary of State, State dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iiic) a certificate A copy of the corporate By-Laws certified by the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is as a true and complete copy of correct copy; (d) Such additional supporting or similar documents as the by-laws of that entity as Bank may reasonably request in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as regard to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).Company. ARTICLE SIX ----------- COLLATERAL ----------

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (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 Second Restatement Effective 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.

Supporting Documents. The Agent Purchaser Representative or the Purchasers' counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (A) the Articles of such entity's certificate Incorporation of incorporation, as amended, the Company certified as of a recent date by the Secretary of State of the state State of its Missouri and (B) a certificate of such Secretary of State as to the due incorporation, existence and good standing of the Company and listing all documents on file with said official; (ii) a certificate of such the Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the byBy-laws Laws of that entity the Company as in effect on the date of such certification, certification and (B) that attached thereto is a true and complete copy other than the filing of resolutions adopted by the Board Series B-1 Preferred Certificate of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Designation and the granting Series B-2 Preferred Certificate of Designation, that the Articles of Incorporation of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has Company have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; (iii) certified copies of (A) all resolutions of the Board of Directors of the Company relating to this Agreement, the Ancillary Agreements, the Osborn Acquisition Documents and the transactions contemplate▇ ▇▇▇▇by and thereby and (DB) as the Osborn Acquisition Documents; and (iv) such a▇▇▇▇▇▇nal officer's and secretary's certificates with respect to the incumbency Company and specimen signature its Subsidiaries and other supporting documents and information with respect to the operations and affairs of each officer of that entity executing this Agreement such entities as the Purchaser Representative or the Purchasers' counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to the Purchaser Representative and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Purchasers' counsel.

Supporting Documents. The Agent shall Purchasers and their counsel will have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate Incorporation of incorporationthe Company, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all excise taxes by that entity the Company and as to listing all documents of the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity 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 of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this AgreementAgreement and the other Loan Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Securities, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above and (i)(B) above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and Agreement, any of the Loan Documents Securities, or any other related ancillary document delivered by it in connection herewith thereto and any certificate or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel reasonably may request.

Supporting Documents. (a) The Agent Company shall have delivered to the Investor an opinion of counsel in form and content reasonably satisfactory to the Investor, or reaffirmation or reliance letter regarding an opinion previously delivered to the Investor. (b) The Investor and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) executed Voting Agreements from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and such other officers and directors as shall constitute not less than 20% of the Company’s outstanding shares of Common Stock, which Voting Agreements shall specify that such persons shall vote in favor of any required increases in the Company’s authorized capital stock if any such increases in the Company’s authorized capital stock shall be required to be submitted to the Company’s shareholders in order to permit the Investor to have sufficient outstanding shares of the Company’s Common Stock into which to convert all or any portion of its outstanding Notes; (ii) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of incorporation of the Company and each of its incorporation; (ii) Affiliates dated as of a certificate date within three days prior to the Closing Date as to the corporate existence of the Company and each of its Affiliates and listing all documents of the Company and each of its Affiliates on file with such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying 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 that entity as in effect on the date of such certification, Incorporation and Bylaws; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of that entity the Company (and, as applicable, any other GeoPharma Entity) authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting Transaction Documents, and the issuance, sale and delivery of the security interest Purchased Securities and the Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement and other Liens contemplated hereby, the Transaction Documents; and (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity the Company and, as applicable, any other GeoPharma Entity executing this Agreement Agreement, the Transaction Documents, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 (iiiii)); (iv) such documents as shall be required to be delivered by the Company pursuant to Section 3.2 above; and (v) such additional supporting documents and other information with respect to the operations and affairs of the Company and each other GeoPharma Entity as the Investor or the Investor’s counsel reasonably may request.

Supporting Documents. The Agent Buyer shall have received for each of from the Borrower and Sellers the Guarantorsfollowing: (ia) a copy To the extent applicable, one or more certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of State, Tennessee dated as of a recent datedate as to the due incorporation or organization and existence of the Sellers; (b) To the extent applicable, one or more certificates of officials from the jurisdictions listed on Schedule 3.1 hereto as to the good standing of and payment of taxes by that entity and as to the charter documents on file Sellers in the office of such Secretary of State; andjurisdictions; (iiic) a A certificate of the Secretary or Secretary, an Assistant Secretary Secretary, General Partner or Manager, as appropriate, of that entity each of the Sellers dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Ai) that attached thereto is a true are true, complete and complete copy correct copies of the certificates of incorporation and by-laws of that entity the Corporations, the certificate of limited partnership and the agreement of limited partnership of the Partnership or the operating agreements of the LLCs, as applicable, each as amended to and as in effect on the date of such certification, (Bii) that attached thereto is a true are true, complete and complete copy correct copies of the resolutions duly adopted by the Board Boards of Directors and shareholders of that entity the Corporations, the General Partner and (if applicable) the limited partners of the Partnership and the Manager and (if applicable) the members of the LLCs, approving the transactions contemplated hereby and authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by the Sellers of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting sale and transfer of the security interest Purchased Assets, as in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since effect on the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above such certification, and (Diii) as to the incumbency and specimen signature signatures of each officer those officers of that entity the Sellers executing this Agreement and the Loan Documents any instrument or any other document delivered by it in connection herewith or therewith with such transactions; (such certificate d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to contain a certification by another officer of that entity as to the incumbency and signature each of the officer signing Sellers from the certificate referred to in this clause states and local jurisdictions where the principal places of business of the Sellers and the Purchased Assets are located; and (iii))e) Such reasonable additional supporting documents and other information as the Buyer or its counsel may reasonably request.

Supporting Documents. The Agent Buyer shall have received for each the documents set forth below: 7.5.1 The B▇▇▇ of Sale signed by an authorized representative of Company; 7.5.2 A certificate signed by an authorized officer of Company dated the Closing Date and certifying that Company knows of no facts which would cause the Company to be in breach of any of its representations and warranties hereunder as of the Borrower and Effective Time; 7.5.3 Certificates of good standing for the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by Company from the Secretary of State of Delaware dated no more than thirty (30) days prior to the state Closing Date; 7.5.4 An affidavit in the form attached hereto as Exhibit 7.5.4, stating under penalties of perjury that it is not a foreign person within the meaning of Section 1445(f)(3) of the Code, executed by Company; 7.5.5 Correspondence or documentation reasonably acceptable to Buyer evidencing the release and satisfaction of all Liens on all of the Assets except for Permitted Liens; 7.5.6 An employment letter between Buyer (or an Affiliate) and Company’s Vice President, Pharmacy Benefit Management, executed by Buyer (or an Affiliate) in form and substance satisfactory to Buyer (the “Employment Letter”); 7.5.7 A Transition Services Agreement between Buyer (or an Affiliate of Buyer) and Company (or Parent) in form and substance satisfactory to Buyer and Company (the “TSA”); 7.5.8 A Domain Name Assignment Agreement between Buyer (or an Affiliate of Buyer) and Company (or Parent) in form and substance satisfactory to Buyer and Company (the “Domain Name Assignment”); 7.5.9 Certificates of an authorized officer of the Company and Parent, as applicable (i) attaching and certifying copies of the resolutions of its incorporation; (ii) a certificate board of such Secretary of State, dated as of a recent datedirectors or managers and members, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderapplicable, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder agreements described herein to be delivered at the Closing to which it is a party and the granting of the security interest in the Letter of Credit Account and other Liens transaction contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above ; and (Dii) as to certifying the incumbency name, title and specimen true signature of each officer of that entity executing or authorized to execute this Agreement and the Loan Documents or any other document agreements described herein to be delivered by at the Closing to which it in connection herewith or therewith (such certificate to contain is a certification by another officer party; and 7.5.10 a Tax Clearance Certificate from the State of that entity as Delaware with respect to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Company.

Supporting Documents. The Agent on behalf of the Investors, shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; Colorado, and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all excise taxes by that entity the Company and as to listing all documents of the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or Closing Date and the initial Letter of Credit hereunderSecond Closing, whichever first occursas the case may be, and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws of that entity the Company as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors or the stockholders of that entity the Company (if necessary) authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementthe Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of Debentures and Warrants and the granting reservation, issuance and delivery of the security interest Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (iB) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the stock certificates representing the Debentures and the Loan Documents Warrants and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 , as counsel for the Investors, reasonably may request.

Supporting Documents. The Agent Purchasers shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Articles of such entity's certificate Incorporation of incorporationthe Company, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; Georgia, and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all franchise taxes by that entity the Company, and as to listing all documents of the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying Closing Date certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity 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 and/or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery delivery, and performance in accordance with their respective terms of this Agreement, the Loan Documents issuance, sale, and any other documents required or contemplated hereunder or thereunder delivery of the Series A Shares and the granting reservation, issuance and delivery of the security interest Conversion Shares and that all such resolutions are in full force and effect, and are all the Letter of Credit Account resolutions adopted in connection with the foregoing agreements and other Liens the transactions contemplated hereby, thereby; (C) that the certificate Articles of incorporation of that entity has Incorporation have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers reasonably may request.

Supporting Documents. The Agent Investors and their counsel shall have received for each copies of the Borrower and following documents at or prior to the GuarantorsClosing: (i) a copy (A) the Certificate of such entity's certificate Incorporation and Certificate of incorporation, as amendedAmendment, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and the Company, the payment of all excise taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Warrants, the reservation of the Warrant Shares, the issuance and delivery of the Warrant Shares upon conversion of the Warrants, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the certificates representing the Warrants and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Agent Acquirer and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Articles of such entity's certificate Incorporation of incorporation, as amended, Target certified as of a recent date by the Secretary of State of the state State of its incorporation; Washington, (iiB) a certificate of such said Secretary of State, dated as of a recent datedate as to the due incorporation of Target and (C) a certificate from the Secretary of State of each state or jurisdiction listed on the Target Disclosure Schedule, as to the Target's qualification, good standing of (if applicable) and payment of taxes by that entity and as to the charter documents on file in the office of each such Secretary of State; andstate; (iiiii) a certificate of the Secretary or an Assistant Secretary (or other officer or director executing such certificate) of that entity Target dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity such 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 and the shareholders of that entity such company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting other agreements contemplated hereby to which such company is a party, and the consummation of the security interest Agreement and the other agreements contemplated hereby to which such company is a party, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, and (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or director of that entity such company executing this Agreement and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer or director of that entity such company as to the incumbency and signature of the officer or director signing the certificate referred to in this clause (ii); and (iii))) such additional similar supporting documents and other information with respect to the operations and affairs of Target as Acquirer or its counsel may reasonably request.

Supporting Documents. The Agent On or prior to the Closing Date the Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of such entity's certificate (1) the Certificate of incorporationIncorporation of the Company and the charter documents of each of its subsidiaries, as amendedincluding all amendments thereto, certified as of a recent date by the Secretary of State or the appropriate official of the relevant state of its incorporation; , (ii2) a certificate certificates of such said Secretary of Stateor official, dated as of a recent date, as to the due incorporation and good standing of the Company and payment each such subsidiary, and listing all documents on file with said official, and (3) a telegram or facsimile from said Secretary or official as of taxes by that entity and 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 on file in the office of such Secretary corporations has been filed since the date of Statethe certificate referred to in clause (2) above; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certificationcertification and at all times since May 20, 1993; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents designation, issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Series C Preferred Shares, the reservation, issuance and delivery of the Conversion Shares and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Series C Preferred Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity said corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent Buyer shall have received for each of from the Borrower and Sellers the Guarantorsfollowing: (ia) a A copy of such entity's certificate the Articles of incorporation, as amendedIncorporation of the Corporation and all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporationNorth Carolina and a copy of the Articles of Organization of the LLC and all the amendments thereto, certified as of a recent date by the Secretary of State of the State of North Carolina; (iib) a certificate One or more certificates of such the Secretary of State, State of the State of North Carolina dated as of a recent date, date as to the due incorporation or organization and good standing of the Sellers, and payment of stating that the Sellers owe no franchise taxes by that entity in such state and as to the listing all charter documents of the Sellers on file in the office of such Secretary of State; andwith said official; (iiic) a certificate Certificates of the Secretary or an Assistant Secretary of that entity the Corporation, and of the Manager of the LLC, and dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing and certifying (Ai) that attached thereto is a true true, complete and complete correct copy of the byBy-laws of that entity the Corporation or the Operating Agreement of the LLC as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (Cii) that the certificate Articles of incorporation Incorporation of that entity has the Corporation and the Articles of Organization and the Operating Agreement of the LLC have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to Subsection (a) above, (iii) that attached thereto indicated are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of the Corporation, the Managers of the LLC, the shareholders of the Corporation and the members of the LLC approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Sellers of this Agreement and the sale and transfer of the Purchased Assets as in effect on the certificate date of the Secretary of State furnished pursuant to clause (i) above such certification, and (Div) as to the incumbency and specimen signature signatures of each officer those officers and managers of that entity the Sellers executing this Agreement and the Loan Documents any instrument or any other document delivered by it in connection herewith or therewith with such transactions; (such certificate to contain a certification by another officer of that entity as d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the incumbency Sellers from the states and signature local jurisdictions where the principal places of business of the officer signing Sellers and the certificate referred to in this clause Purchased Assets are located; and (iii))e) Such reasonable additional supporting documents and other information as the Buyer or its counsel may reasonably request.

Supporting Documents. The Agent At or prior to the Effective Time, Parent and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) Delaware, and a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date Company as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and Effective Time certifying (Aw) that attached thereto is a true and complete copy of the by37 By-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, and that all such resolutions are still in full force and effect and are all the Loan Documents and any other documents required or resolutions adopted in connection with the transactions contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, by this Agreement; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Parent or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to Parent and its counsel.

Supporting Documents. The Agent Purchasers and their counsel shall have -------------------- received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state Commonwealth of its incorporationMassachusetts, (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) a certificate of the Secretary of State of the jurisdiction of incorporation of each of the Company's subsidiaries dated as of a recent date as to the due incorporation and good standing of such subsidiary; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary Clerk or an Assistant Secretary Clerk of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Registration Rights Amendment and the granting Stock Restriction Amendment, the issuance, sale and delivery of the security interest Shares and the reservation, issuance and delivery of the Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Amendment and other Liens contemplated hereby, the Stock Restriction Amendment; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Registration Rights Amendment or the Stock Restriction Amendment, the stock certificates representing the Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel reasonably may request.

Supporting Documents. The Agent Investors and counsel to the Investors shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate of incorporation, as amendedIncorporation, certified as of a recent date by the Secretary of State of the state State of its incorporation; Connecticut and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany. (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Transaction Documents and any other documents required or contemplated hereunder or thereunder the reservation, issuance and the granting delivery of the security interest shares 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 Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate Certificate of incorporation of that entity has Incorporation have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 counsel to the Investors reasonably may reasonably request.

Supporting Documents. The Administrative Agent shall have received for each of in form and substance reasonably satisfactory to the Borrower and the GuarantorsAdministrative Agent: (i) from the Borrower, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower, a certificate of the Corporate Secretary or an Assistant Corporate Secretary (or similar officer) of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyAmendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this Amendment as though made by it on the Amendment Effective 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 this Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the Amendment Effective Date, that constitutes a Default or an Event of Default.

Supporting Documents. The Agent Buyers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i1) a copy copies of such entity's certificate the Certificate of incorporation, as amendedIncorporation of each Seller and all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (ii2) a certificate of such said Secretary of State, dated as of a recent date, date as to the good standing of each such Seller and payment listing all documents of taxes by that entity and as to the charter documents such Seller on file in the office of such Secretary of Statewith said Secretary; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity each of the Sellers dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity such Seller as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of that entity such Seller authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting Ancillary Agreements and the transactions contemplated hereby and thereby 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; (3) that attached thereto is a true and complete copy of resolutions duly adopted by the security interest in stockholders of such Seller (if required by applicable law) authorizing and adopting this Agreement and the Letter of Credit Account Ancillary Agreements and other Liens the transactions contemplated hereby, hereby and thereby; (C4) that the certificate Certificate of incorporation Incorporation of that entity such Seller has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D5) as to the incumbency and specimen signature of each officer of that entity such Seller executing this Agreement and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity such Seller as to the incumbency and signature of the officer signing the certificate certifi cate referred to in this clause paragraph (iii)ii).

Supporting Documents. The Agent UniversityCare shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy The Articles of such entity's certificate Incorporation of incorporation, as amendedDoctors, certified as of a recent date by the Secretary of State of the state State of its incorporation; Maryland; (ii) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of Doctors; and payment (3) certificates of taxes by that entity and good standing as a foreign corporation in jurisdictions, if any, in which Doctors is qualified to the charter documents on file in the office of such Secretary of State; anddo business; (iii) a 5.6.2 A certificate of the Secretary or an Assistant Secretary of that entity Doctors, respectively, dated the date as of the initial Loans or Closing Date and certifying: (i) that the initial Letter Bylaws of Credit hereunderDoctors attached thereto are true, whichever first occurs, correct and certifying complete; (Aii) that attached thereto is a true and complete copy of the by-laws of 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 of that entity Doctors authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery delivery, and performance in accordance with their respective terms of this Agreement and 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, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above ; and (Diii) as to the incumbency and specimen signature of each officer of that entity Doctors executing this Agreement and the Loan Documents or and/or any other document delivered by it in connection herewith or therewith (such certificate to contain agreement related hereto, and a certification by another officer of that entity Doctors as to the incumbency and signature of the officer signing the certificate referred to in this clause Section; 5.6.3 The favorable opinion of (iii))i) ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire and ▇▇▇▇▇▇ ▇▇▇▇, Esquire, counsel for Doctors in the form set forth in Exhibit 5.6.3; 5.6.4 A certificate of the Secretary or an Assistant Secretary of MMS, dated as of the Closing Date and certifying: (i) that attached thereto is a true and complete copy of all resolutions adopted by MMS authorizing the execution, delivery, and performance of this Agreement and 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; and (ii) to the incumbency and specimen signature of each officer of MMS executing this Agreement and/or any other agreement related hereto, and a certification by another officer of MMS as to the incumbency and signature of the officer signing the certificate referred to in this Section; and 5.6.5 Such additional supporting documents and other information with respect to the operations and affairs of Doctors as UniversityCare reasonably may request.

Supporting Documents. The Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (i) a copy Copies of such entity's resolutions of the Board of 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. (ii) A certificate of incorporationincumbency executed by the Secretary of the Company certifying the names, as amendedtitles 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. (iii) A certificate, certified 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. (iv) 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 and evidence that the Company 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 incorporation;activities makes such qualification necessary. (iiv) a certificate Copies of such Secretary the Company’s audited financial statements from inception to March 31, 2011 (the “Company Financial Statements”); and copies of Statethe audited financial statements of the assets acquired from IM Ready pursuant to the Asset Purchase Agreement for the years ended December 31, dated as of a recent date2010 and 2009, as to well as the good standing of and payment of taxes by that entity and as to unaudited interim financial statements for IM Ready for the charter documents on file in the office of such Secretary of Stateperiod ended June 30, 2011; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))appropriate pro forma statements.

Supporting Documents. The Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the Board of 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 Articles 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 and Statement of Merger: (i) a copy 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 such entity's certificate this Agreement and the consummation of incorporationthe Merger shall have been duly made or obtained, as amendedand all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, certified 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 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 State of its incorporation;Delaware and evidence that the Company is qualified to transact business as a foreign corporation. (ii5) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of transactions contemplated hereby as Parent and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Acquisition Corp. may reasonably request.

Supporting Documents. The Agent On or prior to such Subsequent Closing Date the Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporationFormation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiy) a certificate of such said Secretary of State, dated as of a recent date, date as to the due formation and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Subsequent Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the by-laws Limited Liability Company Agreement of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Managers of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting issuance, sale and delivery of the security interest Additional Units, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (Cy) that the certificate Certificate of incorporation Formation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ih)(i)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, and the Loan Documents certificates representing the Additional Units and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel may reasonably 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 Agent Agents shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of StateState (provided that such good standing certificate for ▇▇▇▇▇▇▇.▇▇▇, Inc. shall be delivered to the Agents within 30 days of the Closing Date); and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent On or prior to the First Closing Date, the Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i1) a copy copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, (ii2) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity the Company on file with said Secretary and (3) a telegram or telex from said Secretary as of the close of business on the next business day preceding the First Closing Date as to the charter documents on file continued due incorporation and good standing of the Company and to the effect that no amendment to its Certificate of Incorporation has been filed since the date of the certificate referred to in the office of such Secretary of State; andclause (2) above; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Registration Rights Agreement, and the granting Note, the sale of the security interest Note and the issuance, sale and delivery of the Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement and other Liens contemplated hereby, the Registration Rights Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above (2) above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Registration Rights Agreement and the Loan Documents Note, the stock certificates representing the Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Amended Charter, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing and the Company’s payment of all excise taxes, and listing all documents of the Company on file with said Secretary, and (C) a certificate of the Secretary of State of the State of California and a certificate from the Franchise Tax Board of the State of California, dated as of a recent date, with respect to the good standing of the Company; (ii) a certificate of such the Company’s Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderClosing Date, whichever first occurs, and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws of that entity Bylaws 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 of that entity authorizing the Borrowings and Letter Series B Certificate of Credit extensions hereunderDesignations, the execution, delivery delivery, and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Preferred Shares, the Dividend Shares and the granting Warrant and the reservation of the security interest Conversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are the Letter of Credit Account and other Liens only resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Amended Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the stock certificates representing the Preferred Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 and its Subsidiaries as the Purchaser or its counsel reasonably may request.

Supporting Documents. The Agent On or prior to the Closing Date, Buyer and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i1) a copy (A) copies of such entity's certificate the Articles of incorporation, as amendedIncorporation of the Company and all amendments thereto, certified as of a recent date by the Secretary of Virginia State of the state of its incorporation; Corporation Commission and (iiB) a certificate of such Secretary of State, the Virginia State Corporation Commission dated as of a recent date, date as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of StateCompany; and (iii2) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occursClosing Date, and certifying substantially to the effect (A) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and that all such consents and resolutions are still in full force and effect and are all the consents and resolutions adopted in connection with the transactions contemplated by this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, ; (C) that the certificate Articles of incorporation Incorporation of that entity has the Company have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above and above; (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any certificate or instrument furnished pursuant hereto; and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as E) that, to the incumbency and signature Company’s Knowledge, no legal action or proceeding shall have been instituted against the Company or the Equity Holders, arising by reason of the officer signing transactions contemplated by this Agreement, which is reasonably likely to (x) restrain, prohibit or invalidate the certificate referred consummation of the transactions contemplated by this Agreement, or (y) to have a Material Adverse Effect. All such documents shall be reasonably satisfactory in this clause (iii))form and substance to Buyer and its counsel.

Supporting Documents. The Agent Corporation shall have received for each delivered to the Investor and its counsel copies of the Borrower and the Guarantorsfollowing documents: (ia) a copy the Restated Certificate of such entity's certificate of incorporation, as amendedIncorporation, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware; (iib) a certificate of such the Secretary of StateState of Delaware, dated as of a recent date, as to the due incorporation and good standing of and the Corporation, the payment of all excise taxes by that entity the Corporation and as to listing all documents of the charter documents Corporation on file in the office of such Secretary of Statewith said Secretary; and (iiic) a certificate of the Secretary or an Assistant Secretary of that entity the Corporation, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occursClosing Date, and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity the 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 and/or stockholders of that entity the Corporation * Confidential treatment requested: material has been omitted and filed separately with the Commission. authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents other Related Documents, the issuance, sale and any other documents required or delivery of the Series B Shares, the reservation, issuance and delivery of the 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 hereunder or thereunder by this Agreement and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, Related Documents; (C) that the certificate Restated Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Corporation executing this Agreement Agreement, the other Related Documents, the stock certificates representing the Series B Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiic)); and (d) such additional supporting documents and other information with respect to the operations and affairs of the Corporation as the Investor or its counsel reasonably may request.

Supporting Documents. The Agent Initial Purchasers shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Articles of such entity's certificate of incorporation, as amendedOrganization, certified as of a recent date by the Secretary of State the Commonwealth of the state Commonwealth of its incorporationMassachusetts and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate Clerk of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Initial Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws Laws of that entity 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 and/or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Shares and the granting Series G Warrants and the reservation, issuance and delivery of the security interest Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate Articles of incorporation of that entity has Organization have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the certificates representing the Shares and the Loan Documents Series G Warrants and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Initial Purchasers reasonably may request.

Supporting Documents. The Agent Parent shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the Board of 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) a copy 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 such entity's 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 incorporationthe Chief Executive Officer of the Company certifying to (i) the repayment in full of loans to the Company by Allegiance Capital Limited Partnership (“Allegiance”), as amendedand (ii) the exchange of a warrant held by Allegiance for shares of Parent Common Stock, certified 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 Maryland and evidence that the Company 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 incorporation;activities makes such qualification necessary. (ii6) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of and payment of taxes by that entity and transactions contemplated hereby as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Parent may reasonably request.

Supporting Documents. The Agent Investors and counsel to the Investors -------------------- shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate of incorporation, as amendedIncorporation, certified as of a recent date by the Secretary of State of the state State of its incorporation; Connecticut and (iiB) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany. (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Transaction Documents and any other documents required or contemplated hereunder or thereunder the reservation, issuance and the granting delivery of the security interest shares 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 Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate Certificate of incorporation of that entity has Incorporation have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity 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 counsel to the Investors reasonably may reasonably request.

Supporting Documents. The Agent Investors shall have received for each of the Borrower and the Guarantorsfollowing: (i) a copy of such entity's good standing certificate of incorporation, as amended, certified as of a recent date by as to each of the Company and Original Investor, from of the Secretary of State of the state of its incorporationDelaware; (ii) a certificate of such the secretary or an assistant secretary of the Company, in form and substance reasonably satisfactory to the Investors, dated as of the Closing Date and certifying (A) that attached thereto are true, correct and complete copies of the Certificate of Formation of the Company, as certified by the Secretary of State, dated 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, correct and complete copy of the resolutions adopted by the Board of Governors of the Company authorizing the execution, delivery and performance of this Agreement and the other Investment Documents, and that such resolutions remain in full force and effect, and (C) as to the good standing incumbency and specimen signature of all officers of the Company executing this Agreement or any of the other Investment Documents or any other document, certificate or instrument furnished pursuant hereto or thereto on behalf of the Company, and payment of taxes by that entity and as attaching all such documents referred to the charter documents on file in the office of such Secretary of Statetherein; and (iii) a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of that entity Original Investor, in form and substance reasonably satisfactory to the Investors, dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true are true, correct and complete copy copies of the by-laws Certificate of that entity Formation of Original Investor, as certified by the 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 true, correct and complete copy of the resolutions adopted by the Board sole member of Directors of that entity Original Investor authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting other Investment Documents to which it is a party and the sale of the security interest Purchased Units to the Investors, and that such resolutions remain in the Letter of Credit Account full force and other Liens contemplated herebyeffect, and (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer all officers of that entity Original Investor executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).this

Supporting Documents. The Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, date as to the due incorporation and good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that entity dated 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 initial Loans or last amendment referred to in the initial Letter of Credit hereunder, whichever first occurs, and certifying certificate delivered pursuant to clause (Aii)(A) above; (C) that attached thereto is a true and complete copy of the byBy-laws of that entity 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 stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting issuance, sale and delivery of the security interest Convertible Debentures and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above by this Agreement; and (DE) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Convertible Debentures and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subparagraph 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 Purchaser or its counsel reasonably may request.

Supporting Documents. The Agent Buyer and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) (A) a copy of such entity's certificate of incorporation, as amended, certified the Secretary of State of Nevada dated as of a recent date by as to the due incorporation and good standing of Biomune; and (B) a certificate of the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, Utah as to the good standing of and payment Biomune with the State of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andUtah. (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity Biomune dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity Biomune 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 that entity Biomune authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Acquired Common Stock and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C) that the certificate Biomune's Articles of incorporation of that entity has Incorporation have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above above; and (D) as to the incumbency and specimen signature of each officer of that entity Biomune executing this Agreement Agreement, and any of the Loan Documents stock certificates representing the Acquired Common Stock and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto and a certification by another officer of that entity Biomune 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 Biomune as the Buyers or its counsel reasonably may request.

Supporting Documents. The Administrative Agent shall have received for in form and substance reasonably satisfactory to the Administrative Agent: (i) from each of the Borrower and the Guarantors: (i) Parent, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower and Parent, a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Fourth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyFourth Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement Fourth Amendment and the Loan Documents Slot and Gate Security Agreement Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower and Parent, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this Fourth Amendment as though made by it on the Fourth Amendment Effective 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 this Fourth Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the Fourth Amendment Effective Date, that constitutes an Event of Default.

Supporting Documents. The Agent Agents shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary appropriate officer of that entity dated the date certifying as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying Closing Date (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, Board of Managers or Members, as applicable, of that entity authorizing the Borrowings and Letter of Credit extensions hereunderhereunder (to the extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, 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 Transactions and (B) the absence of any event occurring and continuing, or resulting from the initial Loans or initial Letter of Credit, whichever first occurs, that constitutes an Event of Default or event which, with giving of notice or passage of cure period or both, would be an Event of Default.

Supporting Documents. The Agent On or before the date hereof, there -------------------- shall have received for been delivered to the Banks the following supporting documents: (a) legal existence and corporate good standing certificates with respect to each of the Borrower Borrowers and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified 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 its incorporationsuch jurisdiction; (iic) a certificate copies of such Secretary the corporate charter of Stateeach of the Borrowers and the Guarantor, dated as certified by the appropriate Secretaries of a recent dateState or other officials, as to in effect on the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; anddate hereof; (iiid) a certificate of the Secretary or an Assistant Secretary of that entity dated the date each of the initial Loans or Borrowers certifying as to (i) the initial Letter By-Laws of Credit hereundersuch Borrower, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date hereof; (ii) the incumbency and signatures of the officers of such certification, Borrower 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 resolutions adopted by the Board of Directors and, to the extent required by law, the shareholders, of that entity such Borrower authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting making of any of the security interest in Borrower Loans hereunder, and the Letter of Credit Account execution and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date delivery of the last amendment thereto indicated on the Borrower Notes; (e) a certificate of the Secretary or Assistant Secretary of State furnished pursuant the Guarantor certifying as to clause (i) above and the By-Laws of the Guarantor, as in effect on the date hereof; (Dii) as to the incumbency and specimen signature signatures of each officer the officers of that entity executing this Agreement and the Loan Documents or Guarantor who have executed any other document delivered by it documents in connection herewith or therewith with the transactions contemplated by this Agreement; and (such certificate to contain a certification by another officer iii) the resolutions of that entity as the Board of Directors and, to the incumbency and signature extent required by law, the shareholders, of the officer signing Guarantor authorizing the certificate referred to execution, delivery and performance of the Guaranty and Guarantor Security Agreement; (f) all other information and documents which the Banks or their counsel may request in connection with the transactions contemplated by this clause (iii))Agreement.