CERTIFICATION, (II) THAT ATTACHED THERETO IS A TRUE AND
COMPLETE COPY OF THE BYLAWS, OPERATING AGREEMENT OR SIMILAR GOVERNING DOCUMENT
OF SUCH CREDIT PARTY, AS THEN IN EFFECT AND AS IN EFFECT AT ALL TIMES FROM THE
DATE ON WHICH THE RESOLUTIONS REFERRED TO IN CLAUSE (III) BELOW WERE ADOPTED TO
AND INCLUDING THE DATE OF SUCH CERTIFICATE, AND (III) THAT ATTACHED THERETO IS A
TRUE AND
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complete copy of resolutions adopted by the board of directors (or similar
governing body) of such Credit Party, authorizing the execution, delivery and
performance of this Agreement and the other Credit Documents to which it is a
party, and as to the incumbency and genuineness of the signature of each officer
of such Credit Party executing this Agreement or any of such other Credit
Documents, and attaching all such copies of the documents described above.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
(I) A CERTIFICATE AS OF A RECENT DATE OF THE GOOD STANDING OF EACH CREDIT PARTY
EXECUTING ANY CREDIT DOCUMENTS AS OF THE CLOSING DATE, UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION, FROM THE SECRETARY OF STATE (OR COMPARABLE
GOVERNMENTAL AUTHORITY) OF SUCH JURISDICTION, AND (II) A CERTIFICATE AS OF A
RECENT DATE OF THE QUALIFICATION OF EACH CREDIT PARTY TO CONDUCT BUSINESS AS A
FOREIGN CORPORATION IN EACH JURISDICTION WHERE IT IS SO QUALIFIED AS OF THE
CLOSING DATE, FROM THE SECRETARY OF STATE (OR COMPARABLE GOVERNMENTAL AUTHORITY)
OF SUCH JURISDICTION.
(E)
ALL APPROVALS, PERMITS AND CONSENTS OF ANY
GOVERNMENTAL AUTHORITIES OR OTHER PERSONS (INCLUDING THE STOCKHOLDERS OF, AND
LENDERS TO, ORTHOLOGIC) REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS AND THE BGS ASSET PURCHASE
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY SHALL HAVE BEEN OBTAINED, WITHOUT THE IMPOSITION OF CONDITIONS THAT ARE
NOT ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AND ALL RELATED FILINGS, IF ANY,
SHALL HAVE BEEN MADE, AND ALL SUCH APPROVALS, PERMITS, CONSENTS AND FILINGS
SHALL BE IN FULL FORCE AND EFFECT AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH COPIES THEREOF AS IT SHALL HAVE REASONABLY REQUESTED; ALL
APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED WITHOUT ANY ADVERSE ACTION BEING
TAKEN OR THREATENED BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION; AND NO
ACTION, PROCEEDING, INVESTIGATION, REGULATION OR LEGISLATION SHALL HAVE BEEN
INSTITUTED, THREATENED OR PROPOSED BEFORE, AND NO ORDER, INJUNCTION OR DECREE
SHALL HAVE BEEN ENTERED BY, ANY COURT OR OTHER GOVERNMENTAL AUTHORITY, IN EACH
CASE TO ENJOIN, RESTRAIN OR PROHIBIT, TO OBTAIN SUBSTANTIAL DAMAGES IN RESPECT
OF, OR TO IMPOSE MATERIALLY ADVERSE CONDITIONS UPON, THIS AGREEMENT, ANY OF THE
OTHER CREDIT DOCUMENTS OR THE BGS ASSET PURCHASE AGREEMENT, OR THE CONSUMMATION
OF THE BGS ACQUISITION OR THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(F)
THE APPROVAL OF THE BGS ASSET PURCHASE
AGREEMENT BY THE BORROWER'S BOARD OF DIRECTORS SHALL NOT HAVE BEEN WITHDRAWN OR
MODIFIED IN A MANNER ADVERSE TO THE LENDERS; AND THE ADMINISTRATIVE AGENT SHALL
BE SATISFIED THAT,