OF EACH CONSTITUENT DOCUMENT OF EACH LOAN PARTY THAT IS
ON FILE WITH ANY GOVERNMENTAL AUTHORITY IN ITS JURISDICTION OF ORGANIZATION,
CERTIFIED AS OF A RECENT DATE BY SUCH GOVERNMENTAL AUTHORITY, TOGETHER WITH, IF
APPLICABLE, CERTIFICATES ATTESTING TO THE GOOD STANDING OF SUCH LOAN PARTY IN
(X) SUCH JURISDICTION AND (Y) EACH OTHER JURISDICTION WHERE SUCH LOAN PARTY IS
QUALIFIED TO DO BUSINESS AS A FOREIGN ENTITY AND WHERE SUCH QUALIFICATION IS
NECESSARY FOR THE CONDUCT OF SUCH LOAN PARTY'S BUSINESS (AND, IF APPROPRIATE IN
ANY SUCH JURISDICTION, RELATED TAX CERTIFICATES) EXCEPT WHERE THE FAILURE TO SO
QUALIFY WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(V)
A CERTIFICATE OF THE SECRETARY OR OTHER OFFICER OF EACH LOAN
PARTY IN CHARGE OF MAINTAINING BOOKS AND RECORDS OF SUCH LOAN PARTY CERTIFYING
AS TO (A) THE NAMES AND SIGNATURES OF EACH OFFICER OF SUCH LOAN PARTY THAT IS
AUTHORIZED TO AND WILL EXECUTE AND DELIVER ANY LOAN DOCUMENT ON THE CLOSING
DATE, (B) THE CONSTITUENT DOCUMENTS OF SUCH LOAN PARTY ATTACHED TO SUCH
CERTIFICATE ARE COMPLETE AND CORRECT COPIES OF SUCH CONSTITUENT DOCUMENTS AS IN
EFFECT ON THE DATE OF SUCH CERTIFICATION (OR, FOR ANY SUCH CONSTITUENT DOCUMENT
DELIVERED PURSUANT TO CLAUSE (V) ABOVE, THAT THERE HAVE BEEN NO CHANGES FROM
SUCH CONSTITUENT DOCUMENT SO DELIVERED) AND (C) THE RESOLUTIONS OF SUCH LOAN
PARTY'S BOARD OF DIRECTORS OR OTHER APPROPRIATE GOVERNING BODY APPROVING AND
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH LOAN DOCUMENT TO
WHICH SUCH LOAN PARTY IS A PARTY;
(VI)
A CERTIFICATE OF A RESPONSIBLE OFFICER OF THE BORROWER TO THE
EFFECT THAT (A) EACH CONDITION SET FORTH IN SECTIONS 3.1(C), (D), (E) AND (F)
AND SECTION 3.2(B) HAS BEEN SATISFIED, (B)
EACH LOAN PARTY IS SOLVENT AFTER
GIVING EFFECT TO CONSUMMATION OF THE RELATED TRANSACTIONS, AND (C) ATTACHED
THERETO ARE COMPLETE AND CORRECT COPIES OF (X) THE ACQUISITION AGREEMENT
TOGETHER WITH ALL EXHIBITS AND SCHEDULES THERETO AND ANY AMENDMENTS THERETO AND
(Y) THE SUBORDINATED NOTE;
(VII)
A DULY EXECUTED BORROWING BASE CERTIFICATE, CERTIFIED BY A
RESPONSIBLE OFFICER OF THE BORROWER AND DATED NO LATER THAN FEBRUARY 28, 2010;
(VIII)
(X) INTERIM CONSOLIDATED UNAUDITED MONTHLY FINANCIAL STATEMENTS
OF HOLDINGS AND ITS SUBSIDIARIES FOR EACH FISCAL MONTH ENDED AFTER JANUARY 31,
2010 AND ON OR PRIOR TO 45 DAYS BEFORE THE CLOSING DATE, EACH IN THE FORM OF THE
MONTHLY FINANCIAL STATEMENTS AS OF JANUARY 31, 2010 PROVIDED TO THE
ADMINISTRATIVE AGENT PRIOR TO THE CLOSING DATE, AND (Y) A PRO FORMA ESTIMATED
CONSOLIDATED BALANCE SHEET OF HOLDINGS AND ITS SUBSIDIARIES AT THE CLOSING DATE
AFTER GIVING EFFECT TO THE RELATED TRANSACTIONS;
66
(IX)
A DULY EXECUTED AGREEMENT, DATED AS OF THE CLOSING DATE, AMONG
CBAY SYSTEMS, THE BORROWER AND THE ADMINISTRATIVE AGENT WITH RESPECT TO CERTAIN
MATTERS IN THE CBAY SALES & SERVICES AGREEMENT;
(X)
EXCEPT AS PERMITTED UNDER SECTION 7.13(B) TO BE DELIVERED
AFTER THE CLOSING DATE, LANDLORD WAIVERS IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT WITH RESPECT TO EACH