Common use of Supporting Documents Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Supporting Documents. The Investors and their counsel Buyer shall have received copies of from the following documentsSellers the following: (ia) (A) the Certificate One or more certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Ohio dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said SecretarySellers; (iib) a 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 the Sellers in such jurisdictions; (c) A certificate of the Secretary or an Assistant Secretary of each of the Company Sellers dated the Closing Date and certifying: certifying (Ai) that attached thereto is a true are true, complete and complete copy correct copies of the Bycertificates of incorporation and by-laws of the Company Sellers, 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 all the resolutions duly adopted by the Board Boards of Directors or the and shareholders of the Company Sellers, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Sellers of this Agreement and the Security Agreement, the issuance, sale and delivery transfer of the Notes and Warrants and the reservationPurchased Assets, issuance and delivery of the Warrant Shares, and that all such resolutions are as in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since on the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; such certification, and (Diii) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature signatures of those officers of the officer signing Sellers executing any instrument or other document delivered in connection with such transactions; (d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to each of the certificate referred to in this clause (ii)Sellers from the states and local jurisdictions where the principal places of business of the Sellers and the Purchased Assets are located; and (iiie) such Such reasonable additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Buyer or their its counsel may reasonably may request.

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

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

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

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

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

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

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

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

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

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

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

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

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

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of in form and substance reasonably satisfactory to the following documentsAdministrative Agent: (i) (A) from the Certificate Borrower, a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity and as to the Company, the payment of all excise taxes by the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) from the Borrower, a certificate of the Corporate Secretary or an Assistant Corporate Secretary (or similar officer) of the Company such entity dated the Closing Amendment Effective Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation and the by-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors or the shareholders directors of the Company that entity authorizing the execution, delivery and performance by it of this Agreement and the Security AgreementAmendment, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Amendment or any other document delivered by it in connection herewith (in each case to the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any extent such entity is a party to such document) (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect from the Borrower, an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Section 3 of this Amendment as though made by it on the Investors Amendment Effective Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this 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 Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity [**] – Confidential treatment has been requested for the Company bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default.

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

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

Supporting Documents. The Investors On or prior to the Closing Date, -------------------- Fiserv and their counsel Buyer shall have received copies of the following supporting documents: (i1) (A) copies of the Certificate Articles of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, Iowa and (B2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate certificates of the Secretary or an Assistant Secretary of the Company Company, as appropriate, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification and at all times since January 1, 1995; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions resolu- tions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C3) that the Certificate Articles of Incorporation of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) (2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants Agreement and any certificate or instrument furnished pursuant hereto, and a certification certificate by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents a certificate of JWGFC, Seller and other information with respect the Company to the operations and affairs of effect that the Company as the Investors or their counsel reasonably may requestcondition hereto set forth in paragraph (g) hereof has been satisfied.

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

Supporting Documents. The Investors Administrative Agent and their Collateral Agent (or counsel thereto) shall have received copies of the following documentsreceived: (i) (A) the Certificate a written opinion of Incorporation of Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel to the Company, certified as in a form reasonably satisfactory to the Administrative Agent; (ii) a written opinion of Xxxxx X. Xxxxxx, Associate General Counsel for the Company, in a recent date by form reasonably satisfactory to the Administrative Agent; (iii) a written opinion of Xxxxxx & Xxxxxxx LLP, special Delaware counsel to the Company, in a form reasonably satisfactory to the Administrative Agent; (iv) a certificate of the Secretary of State of the State state of Delawarethe Company’s incorporation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiv) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Amendment No. 3 Effective Date and certifying: certifying (Aa) that attached thereto is a true and complete copy of the Byby-laws of the Company as in effect on the date of such certification; , (Bb) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors or the shareholders directors of the Company or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cc) that the Certificate certificate of Incorporation incorporation of the Company has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Biv) above; , and (Dd) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii‎(v); and); (iiivi) such additional supporting documents and other information with respect an Officer’s Certificate from the Company certifying (a) as to the operations and affairs accuracy of the representations and warranties set forth in Section 2 hereof and (b) that the Company as is in compliance, giving pro forma effect to the Investors or their counsel reasonably may requestRevolving Extensions of Credit on the Amendment No. 3 Effective Date (if any), with the Collateral Coverage Test.

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

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

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

Supporting Documents. The Investors and their counsel Purchasers at the Closing shall have received copies of the following documentsfollowing: (i1) a favorable opinion from Xxxxxxxxxx & Xxxxx, P.A., counsel to the Company, dated as of the Closing Date (the form of which opinion will be attached to this Agreement as Exhibit D), with respect to: (A) the Company’s corporate existence, power, authority and good standing; (B) the due authorization, execution and delivery of this Agreement, the other Transaction Documents and the Amended and Restated Certificate of Incorporation; (C) the validity and enforceability of the Transaction Documents; (D) no conflicts of the Amended and Restated Certificate of Incorporation or the Transaction Documents with the Charter Documents, any contracts listed in a schedule to such opinion, any applicable laws or any judgment, order or decree applicable to the Company; (E) the Company’s capitalization (including that all outstanding securities, including the Series A Preferred Stock, are validly issued, fully paid and non-assessable); (F) the due authorization of the Conversion Shares and upon issuance thereof that such shares will be validly issued, fully paid and non-assessable; (G) the sale of the Series A Preferred Shares and issuance of shares of Common Stock upon conversion thereof as exempt transactions under the Securities Act; and (H) any Governmental Approvals required to be obtained by the Company for the execution and filing of the Amended and Restated Certificate of Incorporation, or the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents; (2) Copies of resolutions of the Board of Directors of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, authorizing and approving the payment of all excise taxes by the Company and listing all documents filing of the Company on file with said Secretary; (ii) a certificate Amended and Restated Certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing Incorporation, the execution, delivery and performance of this Agreement the Transaction Documents and the Security Agreement, the issuance, sale all other documents and delivery instruments to be delivered pursuant hereto and thereto; (3) Copies of resolutions of the Notes and Warrants and the reservation, issuance and delivery stockholders of the Warrant SharesCompany, certified by the Secretary of the Company, authorizing and that all such resolutions are in full force approving the filing of the Amended and effect Restated Certificate of Incorporation and are all the resolutions adopted in connection with the transactions contemplated thereby and by this Agreementthe Transaction Documents that are subject to stockholder approval; and (C4) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (2) and (3) above and (B) further certifying that the Amended and Restated Certificate of Incorporation delivered to the Purchasers at the time of the Company execution of this Agreement has been validly adopted and has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may requestmodified.

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

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

Supporting Documents. The Investors Company and their counsel the Sellers shall have received copies of delivered to the following documents: Buyer a certificate (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Kansas dated as of a recent date the Closing Date or within three (3) business days prior to the Closing Date, certifying as to the due incorporation corporate legal existence and good standing of the Company, the payment of all excise taxes by the Company ; and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: Date, certifying on behalf of the Company (Aw) that attached thereto is a true and complete copy of the By-laws certificate of incorporation of the Company Company, as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of the by-laws of the Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or and the shareholders of the Company Stockholders, authorizing the execution, delivery and performance of this [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement and the Security Agreement, the issuance, sale and delivery consummation of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) abovehereby; and (Dz) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state clearance certificates from each such jurisdiction in which the Company executing any does business has been applied for, and in lieu of this Agreementeach such certificate, the Security Agreement, Company will provide to the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company Buyer written evidence as to the incumbency and signature absence of any such liens which will be certified by 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 requestCompany’s Treasurer.

Supporting Documents. The Investors Investor and their its counsel shall have received copies of the following documents:documents at each Closing (except as otherwise noted): (i) (Aa) the Certificate of Incorporation of the Company, Articles certified as of a recent date prior to the Initial Closing by the Secretary of State of the State of DelawareFlorida, and (Bb) a certificate of said Secretary dated as of a recent date prior to the Initial Closing as to the due incorporation and good standing existence of the Company, the payment of all excise taxes by the Company ICN and listing all documents of the Company on file with said SecretaryICNI; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Initial Closing Date and certifying: (Aa) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; (Bb) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementCollateral Agreements, the designation, issuance, sale and delivery of the Notes Preferred Shares and Warrants and the reservation, issuance and delivery of the Conversion Shares and Warrant Shares, and (c) 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 (Cd) that the Certificate of Incorporation of the Company has Articles have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(b) above; and above (D) to a certificate of the incumbency and specimen signature of each officer Secretary or an Assistant Secretary of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer dated as of the Company Second Closing Date and the Third Closing Date, respectively, certifying only as to the incumbency and signature of the officer signing the certificate referred to matters discussed in this clause (ii) (c) and (ii) (d) above shall be delivered on the Second Closing Date and Third Closing Date, respectively); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Investor or their its counsel may reasonably may request.

Supporting Documents. The Investors and their counsel On or before the date hereof, there -------------------- shall have received copies of been delivered to the Agent the following supporting documents: (i) (A) a long-form legal existence and corporate good standing certificates with respect to the Certificate of Incorporation Borrower and each of the Company, certified Guarantors dated as of a recent date issued by the appropriate Secretary of State or other official; (ii) certificates dated as of a recent date with respect to the due qualification of the Borrower and each of the Guarantors to do business in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, issued by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryeach such jurisdiction; (iiiii) copies of the corporate charters of the Borrower and each of the Guarantors, certified by the appropriate Secretary of State or other officials, as in effect on the date hereof; (iv) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: Borrower certifying as to (Aa) that attached thereto is a true and complete copy of the By-laws Laws of the Company Borrower, as in effect on the date of such certificationhereof; (Bb) that attached thereto is a true the incumbency and complete copy signatures of all the officers of the Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (c) the resolutions adopted by of the Board of Directors or the shareholders of the Company Borrower authorizing the execution, delivery and performance of this Agreement and the Security Agreementmaking of the Loans hereunder, and the issuance, sale execution and delivery of the Notes and Warrants and the reservation, issuance and delivery other Loan Documents; (v) a certificate of the Warrant SharesSecretary or Assistant Secretary of each Guarantor certifying as to (a) the By-Laws of the such Guarantor, as in effect on the date hereof; (b) the incumbency and that all signatures of the officers of such resolutions are in full force and effect and are all the resolutions adopted Guarantor who have executed any documents in connection with the transactions contemplated by this Agreement; and (Cc) that the Certificate of Incorporation resolutions of the Company has not been amended since Boards of Directors of such Guarantor authorizing the date execution, delivery and performance of the last amendment referred Subsidiary Guaranty and Subsidiary Security Agreement to which it is a party. (vi) all other information and documents which the Agent or its counsel may reasonably request in connection with the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of transactions contemplated by this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.

Supporting Documents. The Investors On the Initial Closing Date (unless otherwise noted below), the Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, Charter certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing of and the Company, the ’s payment of all excise taxes by the Company franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Company’s Secretary or an Assistant Secretary of the Company dated the Initial Closing and Date, certifying: (A) that attached thereto is a true true, correct and complete copy of the By-laws of the Company Bylaws as in effect on the date of such certificationcertification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or and the shareholders of the Company Company’s stockholders authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery reservation of the Warrant SharesConversion Shares and the Warrants (and Series B-1 Shares exercisable thereon), and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant heretothereto, and a certification by another authorized officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); (iii) a certificate, executed by an officer of the Company, dated the applicable Closing Date, certifying to the fulfillment of the specific conditions set forth in Section 4.1(c) and Section 4.1(d) hereof and to the fulfillment of all of the conditions in this Article IV in general; and (iiiiv) such additional supporting documents and other information with respect to the Company’s operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

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

Supporting Documents. The Investors and their counsel Agents shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents on file in the office of such Secretary of State (provided that such good standing certificate for xXxxxxx.xxx, Inc. shall be delivered to the Agents within 30 days of the Company on file with said Secretary;Closing Date); and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request).

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

Supporting Documents. The Investors and their counsel Company shall have received copies of the following documentsfollowing: (i1) (A) Copies of resolutions of Parent’s and Acquisition Corp.’s respective board of directors and the Certificate sole shareholder of Incorporation of the CompanyAcquisition Corp., certified as of a recent date by the Secretary of State of the State of Delawaretheir respective Secretaries, authorizing and (B) a certificate of said Secretary dated as of a recent date as approving, to the due incorporation and good standing of the Companyextent applicable, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement, the Certificate of Merger and all other documents and instruments to be delivered by them pursuant hereto and thereto. (2) A certificate of incumbency executed by the respective Secretaries of Parent and Acquisition Corp. certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (i) above and further certifying that the certificates of incorporation and by-laws of Parent and Acquisition Corp. appended thereto have not been amended 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 and the Security Agreement, Certificate of Merger and the issuance, sale and delivery consummation of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesMerger shall have been duly made or obtained, and that all such resolutions are 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 full force and effect and are all respect of, this Agreement or the resolutions adopted in connection with Certificate of Merger or the carrying out of the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation any of the Company has not Merger Documents. (4) A certificate of Empire Stock Transfer, Parent’s transfer agent and registrar, certifying as of the business day prior to the date any shares of Parent Common Stock are first issued in the Private Placement, and before taking into consideration the cancellation of Parent Common Stock as indicated in Section 6.2(f)(6)(iii) hereof, 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) An agreement in writing from Xxxxxx Xxxxx Xxxxxxxxxxx, PLLC, in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been amended since audited by such firm. (6) The executed resignation of Xxxxxxx Xxxxxxxxx his positions as sole officer and director of Parent, which resignation is to take effect at the Effective Time, and (ii) stock powers executed in blank, with signatures medallion guaranteed, evidencing the cancellation of an aggregate of 32,076,890 shares of Parent Common Stock owned by Xxxxxxx Xxxxxxxxx. (7) Evidence as of a recent date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; good standing and (D) to the incumbency and specimen signature corporate existence of each officer of the Company executing any Parent and Acquisition Corp. issued by the Secretary of this Agreement, State of their respective states of incorporation and evidence that the Security Agreement, the Notes Parent and Warrants Acquisition Corp. are qualified to transact business as foreign corporations and any certificate or instrument furnished pursuant hereto, and a certification by another officer are in good standing in each state of the Company as to United States and in each other jurisdiction where the incumbency and signature character of the officer signing property owned or leased by them or the certificate referred to in this clause (ii); andnature of their activities makes such qualification necessary. (iii8) Evidence that Parent has filed all tax returns required to be filed with the United States Internal Revenue Service and the State of Nevada and that Parent has no liabilities for taxes or penalties for failure to timely file tax returns. (9) such Such additional supporting documents documentation and other information with respect to the operations and affairs of transactions contemplated hereby as the Company as the Investors or their counsel may reasonably may request.

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

Supporting Documents. The Investors and their counsel Agent shall have received copies of the following documentsfor each Borrower: (i) (A) the Certificate a copy of Incorporation such Borrower's articles certificate of the Companyincorporation, certificate of limited partnership, certificate of formation or other instrument of organization, in each case as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryits organization; (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 such Borrower 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 assistant secretary of the Company such Borrower dated the Closing Date and certifying: certifying (Aa) that attached thereto is a true and complete copy of the Byby-laws laws, partnership agreement, limited liability company agreement or other operative document of the Company such Borrower as in effect on the date of such certification; Closing Date, (Bb) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, general partner, managing member or other governing body of such Borrower authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions under this Agreement, the execution, delivery and performance of this Agreement and the Security Agreementother Loan Documents and the granting of the security interest in the Cash Collateral Account, the issuance, sale Concentration Account and delivery of the Notes each Depository Account and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions other Liens contemplated by this Agreement; the Loan Documents, (Cc) that the Certificate charter documents of Incorporation of the Company has such Borrower have not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered pursuant to of the Secretary of State furnished under clause (i)(Bi) above; above and (Dd) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any other Loan Documents (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company such Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request).

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

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

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

Supporting Documents. The Investors On or prior to the Closing Date, the Company and their its counsel shall have received copies of the following supporting documents: : (i) a true and complete copy, certified by the Secretary of the Acquiror, of the resolutions duly and validly adopted by the Board of Directors of the Acquiror, evidencing its authorization of the execution of this Agreement and the consummation of the transactions contemplated hereby; (Aii) a certificate from the Secretary of the Acquiror, certifying the names and signatures of the officers of the Acquiror authorized to sign this Agreement and the other documents to be delivered pursuant hereto; (iii) a copy of (x) the Certificate of Incorporation of the CompanyAcquiror and all amendments thereto, certified as of a recent date by not earlier than ten business days prior to the Secretary of State of the State of DelawareClosing Date, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes accompanied by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company Acquiror dated as of the Closing Date, stating that no amendments have been made to the Certificate of Incorporation since the date so certified, and certifying: (Ay) that attached thereto is a true and complete copy of the By-laws of the Company Acquiror, certified by the Secretary of the Acquiror as in effect on of the date of such certificationClosing Date; (Biv) that attached thereto is a true Due Incorporation and complete copy Good Standing Certificate for the Acquiror from the Secretary of all resolutions adopted by the Board State of Directors or the shareholders Delaware dated as of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has a date not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) earlier than ten business days prior to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may requestClosing Date.

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

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

Supporting Documents. The Investors and their counsel Buyer shall have received copies of from the following documentsSellers the following: (ia) (A) A copy of the Certificate Articles of Incorporation of the CompanyCorporation and all amendments thereto, certified as of a recent date by the Secretary of State of the State of DelawareNorth Carolina and a copy of the Articles of Organization of the LLC and all the amendments thereto, and certified as of a recent date by the Secretary of State of the State of North Carolina; (Bb) a certificate One or more certificates of said the Secretary of State of the State of North Carolina dated as of a recent date as to the due incorporation or organization and good standing of the CompanySellers, and stating that the payment of all excise Sellers owe no franchise taxes by the Company in such state and listing all charter documents of the Company Sellers on file with said Secretaryofficial; (iic) a certificate Certificates of the Secretary or an Assistant Secretary of the Company Corporation, and of the Manager of the LLC, and dated the date of the Closing and certifying: certifying (Ai) that attached thereto is a true true, complete and complete correct copy of the By-laws of the Company 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 all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cii) that the Certificate Articles of Incorporation of the Company has 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 clause Subsection (i)(Ba) above; , (iii) that attached thereto 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 date of such certification, and (Div) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature signatures of those officers and managers of the officer signing Sellers executing any instrument or other document delivered in connection with such transactions; (d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the certificate referred to in this clause (ii)Sellers from the states and local jurisdictions where the principal places of business of the Sellers and the Purchased Assets are located; and (iiie) such Such reasonable additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Buyer or their its counsel may reasonably may request.

Supporting Documents. The Investors At or prior to the Effective Time, Parent and their its counsel shall have received copies of the following supporting documents: (i) (A) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing and certifying: Effective Time certifying (Aw) that attached thereto is a true and complete copy of the 37 By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Parent or their its counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to Parent and its counsel.

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

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of the following documents: for each Loan Party: (i) (A) a copy of such entity's constituent documents, as amended up to and including the Certificate of Incorporation of the CompanyClosing Date, certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the State jurisdiction of Delawaresuch entity's organization, and (Bii) a certificate of said such Secretary of State (or other applicable Governmental Authority) of such entity's jurisdiction of organization, dated as of a recent date date, as to the due incorporation and good standing of such entity and as to the Company, the payment of all excise taxes by the Company and listing all constituent documents of the Company on file with said Secretary; in the office of such Secretary of State (iior other applicable Governmental Authority), (iii) a certificate of the Secretary or an Assistant Secretary of the Company each such entity dated as of the Closing Date and certifying: certifying that (A) that attached thereto is a true and complete copy of the Byby-laws of the Company such 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 governing body of Directors or such entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement the Loan Documents and any other documents required or contemplated hereunder or thereunder and the Security Agreement, the issuance, sale and delivery granting of the Notes and Warrants and Liens on the reservation, issuance and delivery of the Warrant SharesCollateral contemplated hereby, 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; without modification or amendment, (C) that the Certificate constituent documents of Incorporation of the Company has such entity have not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of the Company such entity executing this Agreement or any of this Agreement, the Security Agreement, the Notes and Warrants and other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)), and (iv) such other documents as the Administrative Agent may reasonably request; provided that the requirements under clauses (i), (ii); and ) and (iii) above shall be deemed to have been satisfied if the Administrative Agent receives a certificate of the Secretary or Assistant Secretary of each such additional supporting documents entity, satisfactory in form and other information with respect substance to the operations and affairs Administrative Agent in its sole discretion, dated as of the Company Closing Date and certifying that the items received pursuant to clauses (i), (ii) and (iii) of Section 4.01(a) of the Existing Credit and Guaranty Agreement have not changed as of the Investors or their counsel reasonably may requestClosing Date.

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

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may request.warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default. UAL Term Loan Credit Agreement 2020

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

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

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

Supporting Documents. The Investors and Purchasers or their counsel shall have received copies of the following documents: (i) (Aa) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and [STATE]; (Bb) a certificate of said the Secretary of State of the [STATE], dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretarythe Secretary of State of the [STATE]; (iic) 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;] (d) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: : (Ai) that attached thereto is a true and complete copy of the By-laws bylaws of the Company as in effect on the date of such certification; thereof; (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; the Transaction Documents; (Ciii) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(BSection 5.6(a) above; and ; (Div) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiSection 5.6(d); and (iiie) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Purchasers shall have received copies of the following supporting documents: (i) (A1) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (B2) 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 SecretarySecretary and (3) a telegram or facsimile from said Secretary as of the close of business on the next business day preceding the Closing Date as to the continued due incorporation and good standing of the Company and to the effect that no amendment to its Certificate of Incorporation (other than the Amendment) has been filed since the date of the certificate referred to in clause (2) above; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (A1) that attached thereto is a are true and complete copy copies of the By-laws of the Company as in effect on the date of such certificationcertification and of the Amendment as filed with the Secretary of State of the State of Delaware; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants Purchaser Shares, and the reservationissuance, issuance exchange and delivery of the Warrant Shares, Exchange Shares and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement; (C3) that the Certificate of Incorporation of the Company has not been amended (except by filing of the Amendment) since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Purchasers or their counsel may reasonably may request.

Supporting Documents. The Investors and their counsel Buyer shall have received copies of from the following documentsSellers the following: (ia) (A) the Certificate One or more certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Florida dated as of a recent date as to the due incorporation or organization and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said SecretarySellers; (iib) a 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 the Sellers in such jurisdictions; (c) A certificate of the Secretary or an Assistant Secretary of each of the Company Sellers dated the Closing Date and certifying: certifying (Ai) that attached thereto is a true are true, complete and complete copy correct copies of the Bycertificates of incorporation and by-laws of the Company Sellers, 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 all the resolutions duly adopted by the Board Boards of Directors or the and shareholders of the Company Sellers, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by the Sellers of this Agreement and the Security Agreement, the issuance, sale and delivery transfer of the Notes and Warrants and the reservationPurchased Assets, issuance and delivery of the Warrant Shares, and that all such resolutions are as in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since on the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; such certification, and (Diii) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature signatures of those officers of the officer signing Sellers executing any instrument or other document delivered in connection with such transactions; (d) Uniform Commercial Code Search Reports on Form UCC-11 with respect to each of the certificate referred to in this clause (ii)Sellers from the states and local jurisdictions where the principal places of business of the Sellers and the Purchased Assets are located; and (iiie) such Such reasonable additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors Buyer or their its counsel may reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company that entity as in effect on the date of such certification; , (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale UAL Term Loan Credit Agreement 2020 and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.