Common use of Certain Documents Clause in Contracts

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following: (ia) The Note(s) to be purchased by such Purchaser at such Closing. (iib) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 4.13 as an alternative to the further delivery thereof). (iiic) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the Roanoke Gas Company Private Shelf Agreement names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.124.13, as an alternative to the further delivery thereof). (ivd) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.124.13, as an alternative to the further delivery thereof). (ve) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction Commonwealth of organization of the Company Virginia dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (f) The Parent Guarantor shall have reaffirmed all of its obligations under its Parent Guaranty, including with respect to the Note(s) to be purchased by such Purchaser at such Closing.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The the Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified certified copies of the resolutions of the Board board of Directors directors (or similar governing authorizing body, or an authorized committee thereof) of each of the Company Credit Parties authorizing the execution and delivery of this Agreement Agreement, the Multiparty Guaranty and (in the case of the Company) the issuance of the such Notes, and of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any ClosingAgreement, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to Multiparty Guaranty and such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iii) A a certificate of the Secretary or an Assistant Secretary and one other officer of the Company each Credit Party certifying the names and true signatures of the officers of the Company such Person authorized to sign this Agreement Agreement, the Multiparty Guaranty and the such Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (iv) Certified certified copies of the Certificate articles of Incorporation incorporation and By-laws bylaws (or similar constitutive documents) of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)each Credit Party. (v) A short-form a favorable opinion of (a) Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, dated the applicable Closing Day, satisfactory to such Purchaser, and (b) the Chief Legal Officer of the Credit Parties or such other counsel of the Credit Parties designated by the Company and acceptable to such Purchaser, dated the applicable Closing Day, satisfactory to such Purchaser. (vi) a good standing certificate for the Company each Credit Party from the Secretary of State of the such Person’s jurisdiction of organization of the Company organization, in each case dated as of a recent date prior to such Closing and such other evidence of the status of the Company such Credit Party as such Purchaser may reasonably request. (vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received At or prior to the followingClosing, the Sellers will furnish the Buyer with the following documents: (ia) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary incorporation and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and Byby-laws of the Company then in effect and all amendments thereto (providedthe "Charter Documents"), that for any Closing, duly certified by the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State proper officials of the jurisdiction of organization of in which the Company dated as of a recent date prior to such Closing is organized and such other evidence of duly certified by the status Secretary of the Company as being in full force and effect on the Closing Date; (b) certificates as to the good standing of the Company and payment of all applicable state taxes thereby, executed by the appropriate officials of the state of incorporation and of each other state in which the Company is qualified as a foreign corporation; (c) the complete and correct corporate minute books, stock ledgers, stock transfer records and corporate seal of the Company; (d) the originals, or copies certified to the satisfaction of the Buyer, of all property leases and title documents required by the Buyer, and title affidavits and other customary closing documents, relating to real property owned or leased by the Company; (e) executed originals of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Sellers or the Company in connection with the consummation of the transactions contemplated hereby; (f) a general release, substantially in the form of Exhibit A hereto, executed by the Sellers and those officers and directors of the Company as the Buyer shall designate to the Sellers, of all claims they may have through the Closing Date against the Company, other than claims for current salary and undistributed 2005 S Corporation Earnings; and (g) such Purchaser other documents relating to the Company as the Buyer reasonably may reasonably request.

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified As of the date hereof and as of such Closing, the Subsidiary Guaranty duly executed and delivered by all Material Domestic Subsidiaries. (iii) As of the date hereof and as of such Closing, certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of each of the Company Note Parties authorizing the execution and delivery of this Agreement the Note Documents and the issuance of the Notes, as applicable, and of all documents evidencing other necessary corporate (or similar) action and governmental approvals, if any, with respect to this Agreement the Note Documents and the Notes (provided, that for any Closing, the Company Note Parties may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iiiiv) A As of the date hereof and as of such Closing, a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Company Note Parties certifying the names and true signatures of the officers of the Company such Note Party authorized to sign this Agreement the Note Documents to which such Note Party is a party and the Notes and the any other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company such Note Party may certify that there has been no change to the officers of the Company such Note Party authorized to sign Notes the Note Documents and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (ivv) Certified As of the date hereof and as of such Closing, certified copies of the Certificate of Incorporation (or similar) and By-laws (or similar) of each Note Party provided by the Company then in effect Secretary of State of such Note Party’s jurisdiction of formation (provided, that for any Closing, the Company such Note Party may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (vvi) A short-form As of the date hereof and as of such Closing, a good standing certificate for the Company each Note Party from the Secretary of State of the such Note Party’s jurisdiction of organization of the Company formation dated as of a recent date prior to such Closing and such other evidence of the status of the Company such Note Party as such Purchaser may reasonably request. (vii) As of the date hereof and as of such Closing, the financial statements referenced in Section 5.5 and the financial statements required to be delivered hereunder pursuant to Section 7.1.

Certain Documents. Such Purchaser shall have received the following, each to be dated the Date of Closing unless otherwise indicated: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of The Guaranty Agreement, duly executed and delivered by the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Guarantor. (iii) A certificate favorable opinion of Fulbright & Jawoxxxx X.X.P., counsel to the Company and the Guarantor, substantially in the form of Exhibit C attached hereto. The Company hereby directs such counsel to deliver such opinion and agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction. (iv) Reliance letters in respect of any other legal opinions delivered in connection with this Agreement, the Guaranty Agreement, the Formation/Contribution Documents and the transactions contemplated hereby and thereby. (v) Copies of (a) the Certificate of Formation of the Company, certified as of a recent date by the Secretary of State of Delaware, and (b) the Limited Liability Company Agreement of the Company, certified by the Secretary or an Assistant Secretary of the Company. (vi) Copies of (a) the Certificate of Incorporation of the Guarantor, certified as of a recent date by the Secretary of State of Delaware, and (b) the Bylaws of the Guarantor, certified by the Secretary or an Assistant Secretary of the Guarantor. (vii) Incumbency certificates signed by the Secretary or an Assistant Secretary and one other officer of each of the Company and the Guarantor, certifying as to the names names, titles and true signatures of the officers of the Company or the Guarantor, as applicable, authorized to (a) sign on behalf of the Company this Agreement and Agreement, the Notes and the other documents to be delivered by the Company hereunder or in connection with the transactions contemplated hereby, or (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer b) sign on behalf of the Company may certify that there has been no change to Guarantor the officers of Guaranty Agreement and the Company authorized to sign Notes and other documents to be delivered therewith since by the date on which a certificate setting forth Guarantor hereunder and thereunder or in connection with the names transactions contemplated hereby and true signatures of such officersthereby, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)applicable. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) This Agreement; (ii) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).Purchaser; (iii) A certificate favorable opinion of Xxxxxxx & Xxxxx, special counsel to the Company and the Subsidiary Guarantors (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or D- 2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company and each Subsidiary Guarantor hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closing, the Secretary or an Assistant Secretary accurate and one other officer complete copy of the Company may certify that there has been no change to the officers Articles of Incorporation of the Company authorized Company, certified by the Office of the Department of Financial Institutions of Wisconsin as of a date not more than twenty Business Days from the date of closing, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Bylaws which were duly adopted and are presently in effect and have been in effect immediately prior to sign Notes and other documents to be delivered therewith at all times since the date on which adoption of the resolutions referred to in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors duly adopted at a meeting of the Company's Board of Directors, and such resolutions have not been rescinded, amended or modified and (E) that attached as Exhibit D thereto is a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate current status for the Company from the Secretary of State Office of the jurisdiction Department of organization Financial Institutions of Wisconsin; (v) an Officer's Certificate certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and as of the date of closing, except to the extent of changes caused by the transactions herein contemplated; and (B) on the date of closing no Event of Default or Default exists; (vi) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company dated (under its present name and previous names used in the last seven years) as of a recent date prior to such Closing debtor and such other evidence which are filed in the Office of the status Department of Financial Institutions of Wisconsin together with copies of such financing statements; (vii) the Company Subsidiary Guarantee Agreement; and (viii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Each Purchaser that is purchasing Notes on such Closing Day shall have received the following:, each dated the applicable Closing Day (except as provided in clause (h)): (ia) The the Note(s) to be purchased by such Purchaser at such Closing.Purchaser; (iib) Certified certified copies of the resolutions of the Board board of Directors directors (or similar governing body, or an authorized committee thereofauthority) of each of the Company Credit Parties authorizing the execution and delivery of this Agreement and the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company); provided, however, that for with respect to any ClosingClosing Day subsequent to the Series A Closing Day, if none of the Company may certify matters certified to in the certificate delivered by any Credit Party under this clause (b) on the most recent prior Closing Day have changed and such resolutions authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day (or the guarantee thereof, as applicable), then such Credit Party may, in lieu of the certificate described above, deliver a certificate of its Secretary or an Assistant Secretary, certifying that there has have been no change changes to any applicable authorization or approval since the date matters certified to in the certificate delivered by such Credit Party on which it was the most recently delivered to such Purchaser recent prior Closing Day under this Section 4.12 as an alternative to the further delivery thereofclause (b).; (iiic) A a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Company Credit Parties certifying the names and true signatures of the officers of the Company such Credit Party authorized to sign this Agreement and the Notes and Transaction Documents to which such Person is a party and, in the other documents case of the Company, the Notes, to be delivered hereunder hereunder; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of d) the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently shall have delivered to such Purchaser under this an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in Section 4.12, as an alternative to the further delivery thereof).4B(1) have been satisfied; (ive) Certified certified copies of the Certificate certificate of Incorporation incorporation or articles of incorporation (or similar constitutive documents), as applicable, and Byby-laws laws, operating agreement or partnership agreement, as applicable, of each of the Company then in effect Credit Parties; (providedf) an opinion of Xxxxxxxx & Xxxxxxxx LLP, that special counsel for any Closingthe Credit Parties, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of the Series B Notes or any Shelf Notes) attached hereto, and as to such other matters as such Purchaser may reasonably request. Each Credit Party hereby directs such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion; (g) a favorable opinion of Xxxxxxx XxXxxxxxx LLP, special counsel for PIM and the Purchasers, as an alternative to such matters incident to the further delivery thereof).matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests; (vh) A short-form a good standing or similar certificate for each Credit Party (or its general partner, in the Company case of a partnership) from the Secretary appropriate Governmental Authority of State of the its jurisdiction of organization of the Company organization, dated as of a recent date prior to such Closing date, and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request; and (i) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser The Administrative Agent shall have received on or prior to the Closing Date each of the following: , each dated as of the Closing Date unless otherwise agreed by the Initial Lenders: (i) The Note(s) this Agreement, duly executed by the Borrower and Holdings and, for the account of each Lender having requested the same by notice to the Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be purchased agreed by such Purchaser at such Closing. the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) Certified the Guaranty and Security Agreement, duly executed by each applicable Loan Party (other than Holdings) together with all UCC financing statements, required thereby, together with (A) copies of UCC, Intellectual Property and other appropriate search reports and of all effective prior filings listed therein to the resolutions extent requested by the Administrative Agent at least 30 days prior to the Closing Date and (B) all documents representing all certificated Securities (with respect to the Stock and Stock Equivalents of the Board Borrower and its domestic Subsidiaries) being pledged pursuant to such Guaranty and Security Agreement and related undated powers or endorsements duly executed in blank and (C) all documents required for the perfection of Directors (or similar governing body, or an authorized committee thereof) of all security interests in all Collateral as required by the Company authorizing the execution Guaranty and delivery of Security Agreement and this Agreement and set forth on Schedule 3.1(a), provided that to the issuance extent any Collateral securing any portion of the Notes, Facilities may not be perfected by the filing of a UCC financing statement or the filing of intellectual property security agreements with the United States Patent and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and Trademark Office or the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization United States Copyright Office on or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative prior to the further delivery thereof). Closing Date, after the Borrower’s use of commercially reasonable efforts to do so, then the perfection of the security interest in such collateral shall not constitute a condition precedent to the availability of the Term Loan Facility or the Revolving Credit Facility on the Closing Date but, instead, shall be accomplished within 90 days after the Closing Date or such longer time as may be agreed by the Administrative Agent in its reasonable discretion; (iii) A certificate duly executed favorable opinions of Cravath, Swaine & Xxxxx LLP, in its capacity as special New York counsel for the Secretary or an Assistant Secretary Loan Parties, Xxxxxxxx, Xxxxxx & Finger, PA, in its capacity as special Delaware counsel for the Loan Parties, and one other officer of Xxxxxx & Xxxxxxx LLP, in its capacity as special Texas counsel for the Company certifying Loan Parties, in each case addressed to the names and true signatures of Administrative Agent, the officers of the Company authorized to sign this Agreement L/C Issuers and the Notes Lenders in form and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change substance reasonably satisfactory to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). Administrative Agent; (iv) Certified copies a copy of the Certificate each Constituent Document of Incorporation and By-laws of the Company then each Loan Party that is on file with any Governmental Authority in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of its organization or formation, as applicable, of the Company dated such Loan Party, certified as of a recent date prior by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction; (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 executing any Loan Document, (B) the Constituent Documents of such Loan Party attached to such Closing certificate are complete and correct copies of such other evidence Constituent Documents as in effect on the date of such certification (or, for any such Constituent Document delivered pursuant to clause (iv) above, that there have been no changes from such Constituent Document so delivered) and (C) the status resolutions of the Company as such Purchaser may reasonably request.Loan Party’s 112 [[5286738]]

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The the Note(s) to be purchased by such Purchaser at on such Closing.Closing Day in the form of Exhibit A-1 or Exhibit A-2 hereto, as applicable; (ii) Certified copies a Guaranty Agreement made by each Person which, as of the resolutions of the Board of Directors (Series A Closing Day, is a borrower, co-borrower, obligor or similar governing bodyco-obligor under, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, is obligated under a Guarantee with respect to this Agreement and any Indebtedness outstanding or incurrable under, any Principal Material Credit Facility in favor of the holders of the Notes (provided, that for together with any Closing, other Guarantee pursuant to which the Company may certify that there has been no change Notes are guaranteed and with any joinder to any applicable authorization such Guaranty Agreement or approval since any such other Guarantee, as the date on which it was most recently delivered same may be amended, restated, supplemented or otherwise modified from time to such Purchaser under this Section 4.12 as an alternative to time in accordance with the further delivery provisions thereof, collectively called the “Guaranty Agreements” and individually called a “Guaranty Agreement”).; (iii) on any Closing Day other than the Series A certificate Closing Day, a Confirmation of Guaranty Agreement (each such Confirmation of Guaranty Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time, a “Confirmation of Guaranty”) in the form of Exhibit E hereto made by each Person which is a Guarantor as of such Closing Day. (iv) a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of each Transaction Party certifying, among other things (a) as to the Company certifying the names name, titles and true signatures of the officers of the Company such Transaction Party authorized to sign this Agreement and the Notes Transaction Documents to which such Transaction Party is a party being delivered on such Closing Day and the other documents to be delivered hereunder in connection with this Agreement, (providedb) that attached thereto is a true, that for any Closingaccurate and complete copy of the certificate of incorporation or other formation document of such Transaction Party, certified by the Secretary or an Assistant Secretary and one other officer of State of the Company may certify state of organization of such Transaction Party as of a recent date, (c) that there has been no change to the officers attached thereto is a true, accurate and complete copy of the Company authorized by-laws, operating agreement or other organizational document of such Transaction Party which were duly adopted and are in effect as of such Closing Day and have been in effect immediately prior to sign Notes and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of such Transaction Party, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of the Transaction Documents to which such Transaction Party is a party being delivered on such Closing Day and the other documents to be delivered therewith since in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the date on which a certificate setting forth only resolutions of the names and true signatures shareholders, partners or members of such officersTransaction Party or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof, as described above, was most recently (e) that the Transaction Documents being delivered on such Closing Day and the other documents executed and delivered to such Purchaser by such Transaction Party are in the form approved by its board of directors or other managing body in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to such Transaction Party or any of its Subsidiaries have been commenced or are contemplated; provided, however, that with respect to any Closing Day subsequent to the Series A Closing Day, if none of the matters certified to in the certificate delivered by any Transaction Party under this Section 4.12, as an alternative to the further delivery thereof). clause (iv) Certified copies on any prior Closing Day have changed and the resolutions referred to in sub-clause (d) of this clause (iv) authorize the execution and delivery of the Certificate of Incorporation Notes and By-laws other Transaction Documents being delivered on such subsequent Closing Day, then such Transaction Party may, in lieu of the Company then in effect (providedcertificate described above, that for any Closing, the Company may certify deliver a Secretary’s Certificate signed by its Secretary or Assistant Secretary certifying that there has have been no change changes to any applicable constitutive document since the date matters certified to in the certificate delivered by such Transaction Party delivered on which it was most recently delivered to such Purchaser prior Closing Day under this Section 4.12, as an alternative to the further delivery thereofclause (iv).; (v) A short-form a certificate of corporate or other type of entity and tax good standing certificate for the Company and the Guarantors from the Secretary of State of the jurisdiction state of organization of the Company and each Guarantor and of each state in which the Company or any such Guarantor is required to be qualified to transact business as a foreign organization, in each case dated as of a recent date prior to such Closing date; (vi) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Subsidiary any Transaction Party (under its present name and previous names used) as debtor and which are filed in the office of the Secretary of State (or such other evidence office which is, under the Uniform Commercial Code as in effect in the applicable jurisdiction, the proper office in which to file a financing statement under Section 9-501(a)(2) of such Uniform Commercial Code) of the status location (as determined under the Uniform Commercial Code) of the Company or such Subsidiarysuch Transaction Party, as applicable, together with copies of such financing statements, and lien and judgment search reports from the county recorder of any county in which the Company or any Subsidiary such Transaction Party maintains an office or in which any assets of the Company or any Subsidiary such Transaction Party are located; and (vii) such other certificates, documents and agreements as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) This Agreement; (ii) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).Purchaser; (iii) A certificate favorable opinion of special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closingaccurate and complete copy of the Articles of Incorporation of the Company, certified by the Secretary or an Assistant Secretary of State of Minnesota as of a date not more than ten Business Days from the Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and one other officer complete copy of the Company may certify that there has Company's Bylaws which were duly adopted and are presently in effect and have been no change in effect immediately prior to and at all times since the officers adoption of the Company authorized resolutions referred to sign in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors (authorizing the issuance and sale of the Notes and other documents to be delivered therewith since the date on which execution, delivery and performance of this Agreement) duly adopted by written action or at a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies meeting of the Certificate Company's Board of Incorporation Directors, and By-laws of the Company then in effect such resolutions have not been rescinded, amended or modified and (provided, E) that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, attached as an alternative to the further delivery thereof). (v) A short-form Exhibit D thereto is a good standing certificate for the Company from the Secretary of State of Minnesota; (v) an Officer's Certificate certifying that (A) the jurisdiction of organization representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day, except to the extent of changes caused by the transactions herein contemplated; and (B) on the date of closing no Event of Default or Default exists; (vi) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company dated or any Subsidiary (under its present name and previous names used in the last seven years) as of a recent date prior to such Closing debtor and such other evidence which are filed in the office of the status Secretary of State of Minnesota together with copies of such financing statements; and (vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Company transactions contemplated hereby as may be reasonably requested by such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) This Agreement; (ii) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).Purchaser; (iii) A certificate favorable opinion of Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP, special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of EXHIBIT D-1 (in the case of the Series A Notes) or D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closing, the Secretary or an Assistant Secretary accurate and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies complete copy of the Certificate of Incorporation and By-laws of the Company then Company, certified by the Secretary of State of Delaware as of a date not more than five Business Days from the Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Bylaws which were duly adopted and are presently in effect (provided, that for any Closing, the Company may certify that there has and have been no change in effect immediately prior to any applicable constitutive document and at all times since the date on which it was most recently delivered adoption of the resolutions referred to in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors (authorizing the issuance and sale of the Notes and the execution, delivery and performance of this Agreement) duly adopted by written action or at a meeting of the Company's Board of Directors, and such Purchaser under this Section 4.12resolutions have not been rescinded, amended or modified and (E) that attached as an alternative to the further delivery thereof). (v) A short-form Exhibit D thereto are good standing certificate certificates (or the equivalent thereof) for the Company from the Secretary of State of Delaware and Wisconsin; (v) an Officer's Certificate certifying that (A) the jurisdiction of organization representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day, except to the extent of changes caused by the transactions herein contemplated; and (B) on the date of closing no Event of Default or Default exists; (vi) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company dated or any Subsidiary (under its present name and previous names used in the last seven years) as of a recent date prior to such Closing debtor and such other evidence which are filed in the office of the status Secretary of State of Wisconsin together with copies of such financing statements; (vii) a disbursement direction letter executed by the Company in the form of EXHIBIT E attached hereto; and (viii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser The Administrative Agent shall have received each of the following:, each dated the Amendment Effective Date, in form and substance satisfactory to the Lender. (i) The Note(s) to be purchased this Amendment, duly executed by such Purchaser at such Closing.the Borrower, each Guarantor and the Lender; (ii) Certified copies a favorable opinion of Xxxxxxxxx, Xxxxx & Xxxx LLP, counsel to the resolutions of Loan Parties, addressed to the Board of Directors (or similar governing body, or an authorized committee thereof) of Lender as to the Company authorizing the execution and delivery enforceability of this Agreement Amendment and the issuance of the Notescertain other Loan Documents after giving effect to this Amendment, and of all documents evidencing addressing such other necessary corporate action and governmental approvals, if any, with respect to this Agreement and matters as the Notes (provided, that for any Closing, the Company Lender may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).reasonably request; (iii) A a certificate of the Secretary or an Assistant Secretary and one other of each Loan Party certifying (A) that each officer of the Company certifying the names and true signatures of the officers of the Company such Loan Party who has been authorized to sign execute and deliver the Credit Agreement or, as the case may be, the Guaranty is authorized to execute this Agreement Amendment and the Notes and the each other documents Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to be delivered hereunder (provided, that for any Closing, such certificate of the Secretary or an Assistant Secretary Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent organizational document) from the certificate of incorporation or by-laws (or, in each case, equivalent organizational document) delivered pursuant to the Credit Agreement on the Closing Date and one other officer (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement on the Closing Date approving and authorizing the execution, delivery and performance of the Company may certify that there has Credit Agreement or the other Loan Documents to which it is a party remain in full force and effect and have not been no change to amended, supplemented or modified in any way and authorize the officers execution of this Amendment and the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officersLoan Documents executed in accordance herewith; AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT AMERICAN APPAREL, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)INC. (iv) Certified copies a certificate of a Responsible Officer to the effect that each of the Certificate of Incorporation conditions set forth in clauses (c), (d) and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there e) below has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).satisfied; (v) A short-form good standing certificate for the Company from written consent by Endeavor consenting to this Amendment; (vi) the Secretary of State amended and restated note evidencing amounts outstanding under the Credit Agreement after giving effect to this Amendment and the Additional Advance, duly executed by the Borrower; and (vii) a copy of the jurisdiction of organization Credit Agreement among Borrower, KCL Knitting, LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., American Apparel, LLC, Fresh Air Freight, Inc., each of the Company dated lenders party thereto and LaSalle Business Credit, LLC, as of a recent date prior to such Closing agent, and such other evidence of the status of the Company as such Purchaser may reasonably requestdocuments executed in connection therewith.

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance reasonably satisfactory to such Purchaser dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Note(s) to be purchased by such Purchaser at on such Closing.Closing Day in the form of Exhibit A hereto, as applicable (ii) Certified copies of an Intercreditor Agreement among the resolutions of Purchasers, the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement Bank Agent and the issuance of Collateral Agent (herein, as the Notessame may be amended, and of all documents evidencing other necessary corporate action and governmental approvalsmodified or supplemented from time to time in accordance with the provisions thereof, if any, with respect to this Agreement and called the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof“Intercreditor Agreement”).; (iii) A certificate a Guaranty Agreement made by each Guarantor in favor of the holders of the Shelf Notes (together with any other guaranty pursuant to which the Shelf Notes are guarantied and which is entered into as contemplated hereby or by the Intercreditor Agreement or by any other Transaction Document, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof, collectively called the “Guaranty Agreements” and individually called a “Guaranty Agreement”); (iv) the Pledge and Security Agreement dated March 4, 2009 made by the Company and the Subsidiaries of the Company listed on the signature page thereto in favor of the Collateral Agent for the benefit of the Secured Parties (together with any other agreement pursuant to which the Shelf Notes are secured by Equity Interests in any Subsidiary and which is entered into as contemplated hereby, by the Intercreditor Agreement or by any other Transaction Document, as the same may be amended, modified, or supplemented from time to time in accordance with the provisions thereof, the “Pledge Agreements”); (v) all chattel paper, instruments and documents of title in which the Collateral Agent has been granted a security interest and are then required under the Collateral Documents to be delivered to the Collateral Agent, together with the related transfer documents executed in blank, in each case received by the Collateral Agent, all Uniform Commercial Code financing statements perfecting the security interests and liens granted to the Collateral Agent, duly filed in all offices necessary to perfect such security interests and liens, or deemed by such Purchaser to be advisable, and all such other certificates, documents, agreements, recording and filings necessary to establish a valid and perfected first priority lien and security interest (subject only to Liens described in paragraph 6C) in favor of the Collateral Agent in all of the Collateral or deemed by such Purchaser to be advisable; (vi) a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of each Transaction Party certifying, among other things, (a) as to the Company certifying the names names, titles and true signatures of the officers of the Company such Transaction Party authorized to sign this Agreement the Transaction Documents to which such Transaction Party is a party, (b) that attached thereto is a true, accurate and complete copy of the Notes and the articles of incorporation or other documents to be delivered hereunder (providedformation document of such Transaction Party, that for any Closing, certified by the Secretary or an Assistant Secretary and one other officer of State of the Company may certify state of organization of such Transaction Party as of a recent date, (c) that there has attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of such Transaction Party, which were duly adopted and are in effect as of such Closing Day and have been no change in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of such Transaction Party duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of the Transaction Documents to which such Transaction Party is a party, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the shareholders, partners or members of such Transaction Party or of such board of directors or other managing body or any committee thereof relating to the officers of subject matter thereof, (e) that the Company authorized to sign Notes Transaction Documents executed and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser by such Transaction Party are in the form approved by its board of directors or other managing body in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to the Company or any Subsidiary have been commenced or are contemplated; provided, however, that with respect to any Closing Day subsequent to the initial Closing Day, if none of the matters certified to in the certificate delivered by any Transaction Party under this Section 4.12clause (vi) on any prior Closing Day have changed and the resolutions referred to in sub-clause (d) of this clause (vi) authorize the execution and delivery of the Shelf Notes being delivered on such subsequent Closing Day, as an alternative then each Transaction Party may, in lieu of the certificate described above, deliver a Secretary’s Certificate signed by its Secretary or Assistant Secretary certifying that there have been no changes to the further delivery thereofmatters certified to in the certificate delivered by such Transaction Party delivered on such prior Closing Day under this clause (vi).; (ivvii) Certified copies a certificate of the Certificate corporate or other type of Incorporation entity and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form tax good standing certificate for the Company each Transaction Party from the Secretary of State of the jurisdiction state of organization of the Company such Transaction Party and of each state in which any Transaction Party is required to be qualified to transact business as a foreign organization, in each case dated as of a recent date prior to such Closing date; (viii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name any Transaction Party (under its present name and previous names used) as debtor and which are filed in the office of the Secretary of in any state in which any Transaction Party is located (as determined under the UCC), and lien and judgment search reports from the county recorder of any county in any Transaction Party is located; and (ix) such other evidence of the status of the Company certificates, documents and agreements as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (iv) Certified copies of the Certificate Articles of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Company. (v) A short-favorable opinion of Smith Helms Mulliss & Moore, L.L.P., spxxxxx xxxxxex xx xxe Company (or xxxx other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series B Notes) or D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A good standing certificate for the Company and each Restricted Subsidiary whose book value of total assets constitutes more than five (5) percent of Consolidated Net Worth from the Secretary of State of the jurisdiction of organization of the Company its incorporation dated as of a recent date prior and good standing or other certificates of qualification to do business as a foreign corporation for the Company and each such Closing Restricted Subsidiaries in the States of South Carolina, Georgia and Virginia and such other evidence of the status of the Company or any of its Restricted Subsidiaries as such Purchaser may reasonably request. (vii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Accepted Notes (provided, that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 paragraph 3A(ii), as an alternative to the further delivery thereof). (iii) A certificate of the Secretary, an Assistant Secretary or an Assistant Associate Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing Day occurring after the Series A Closing, the Secretary, an Assistant Secretary or an Assistant Associate Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Accepted Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12paragraph 3A(iii), as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12paragraph 3A(iv), as an alternative to the further delivery thereof). (v) Favorable opinions of (a) Snell & Wilmer, L.L.P. and (b) Morgan, Lewis & Bockius LLP, spxxxxx coxxxxx to the Company (ox xxxx xxxxx xxxxxel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the forms provided on the Closing Day with respect to the Series A short-form Notes and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Accepted Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company Arizona Corporation Commission dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vii) Solely in connection with the Series A Closing, certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company (under its present name and previous names) as debtor and which are filed in the office of the Secretary of State of Arizona, together with copies of such financing statements. (viii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser at least five days in advance of the Closing Day. (ix) Written instructions of the Company in the form of Exhibit D attached hereto.

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 4.14 as an alternative to the further delivery thereof). . Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement (iii) A certificate dated the date of such Closing of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.124.14, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the Restatement Date or the applicable Closing Day, as applicable: (i) The In the case of the purchase of any Note(s), the Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board Boards of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iii) A certificate Certificates of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (iv) Certified copies of the Certificate of Incorporation Charter and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Company. (v) A short-favorable opinion from the general counsel of the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form good of Exhibit E-1 (in the case of the effectiveness of such amendments and restatements) or E-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) Good standing certificate certificates for the Company from the Secretary Secretaries of State of the jurisdiction of organization of the Company Delaware and California dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vii) In the case of Closing Days other than the Restatement Date, additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser at least two Business Days prior to the Closing Day.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (iv) Certified copies of the Certificate Articles of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Company. (v) A short-favorable opinion of Stoel Rives LLP, special coxxxxx xx xxe Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form good standing of Exhibit E-1 (in the case of the Series A Notes) or E-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) An active status certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company Oregon dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Domestic Subsidiary (under its present name and previous names) as debtor and which are filed in the office of the secretary of state in the state in which it has its principal place of business, together with copies of such financing statements. (viii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Each Purchaser that is purchasing Notes on such Closing Day shall have received the following:, each dated the applicable Closing Day (except as provided in clause (h)): (ia) The the Note(s) to be purchased by such Purchaser at such Closing.Purchaser; (iib) Certified certified copies of the resolutions of the Board board of Directors directors (or similar governing body, or an authorized committee thereofauthority) of each of the Company Credit Parties authorizing the execution and delivery of this Agreement and the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company); provided, however, that for with respect to any ClosingClosing Day, if none of the Company may certify matters certified to in the certificate delivered by any Credit Party under clause (b) of Section 4B(4) of the Prior Agreement or under this clause (b) on the most recent prior Closing Day or Closing Day (as defined in the Prior Agreement) have changed and such resolutions authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day (or the guarantee thereof, as applicable), then such Credit Party may, in lieu of the certificate described above, deliver a certificate of its Secretary or an Assistant Secretary, certifying that there has have been no change changes to any applicable authorization the matters certified to in the certificate delivered by such Credit Party on the most recent prior Closing Day (as defined in the Prior Agreement) under clause (b) of Section 4B(4) of the Prior Agreement or approval since on the date on which it was most recently delivered to such Purchaser recent prior Closing Day under this Section 4.12 as an alternative to the further delivery thereofclause (b).; (iiic) A a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Company Credit Parties certifying the names and true signatures of the officers of the Company such Credit Party authorized to sign this Agreement and the Notes and Transaction Documents to which such Person is a party and, in the other documents case of the Company, the Notes, to be delivered hereunder hereunder; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of d) the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently shall have delivered to such Purchaser under this an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in Section 4.12, as an alternative to the further delivery thereof).4B(1) have been satisfied; (ive) Certified certified copies of the Certificate certificate of Incorporation incorporation or articles of incorporation (or similar constitutive documents), as applicable, and Byby-laws laws, operating agreement or partnership agreement, as applicable, of each of the Company then in effect Credit Parties; (providedf) an opinion of Sheppard, that Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel for any Closingthe Credit Parties, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered reasonably satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit D-1 (in the case of the Series D Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto, and as to such other matters as such Purchaser may reasonably request. Each Credit Party hereby directs such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion; (g) a favorable opinion of Xxxxxx Price P.C., special counsel for PIM and the Purchasers, as an alternative to such matters incident to the further delivery thereof).matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests; (vh) A short-form a good standing or similar certificate for each Credit Party (or its general partner, in the Company case of a partnership) from the Secretary appropriate Governmental Authority of State of the its jurisdiction of organization of the Company organization, dated as of a recent date prior to such Closing date, and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request; and (i) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following:, each dated the date of the applicable Closing Day (except in the case of the items referenced in clause (viii)): (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iii) Certified copies of the resolutions of the Board of Directors of each Major Subsidiary authorizing the execution and delivery of the Subsidiary Guaranty, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Subsidiary Guaranty. (iv) A certificate of the Secretary or an Assistant Secretary secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (providedor thereunder, that for any Closing, and a certificate of the Secretary or an Assistant Secretary secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth each Major Subsidiary certifying the names and true signatures of such officers, as described above, was most recently the officers of that Major Subsidiary authorized to sign the Subsidiary Guaranty and the other documents to be delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)thereunder. (ivv) Certified copies of the Company’s and each Major Subsidiary’s Certificate of Incorporation and By-laws of the Company then in effect Bylaws (providedor, if not a corporation, similar governing documents) or, alternatively, certification that for any Closing, the Company may certify that there has no amendments or other modifications have been no change to any applicable constitutive document made thereto since the date on which it was (if any) most recently delivered certified to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Prudential or other Purchasers. (vvi) A short-favorable opinion of Xxxx Xxxx, general counsel for the Company, (or such other counsel designated by the Company and acceptable to Prudential) satisfactory to Prudential and substantially in the form of Exhibit D attached hereto, and as to such other matters as Prudential may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such opinion will and is hereby authorized to rely on such opinion. (vii) A good standing certificate for the Company from the Secretary Secretaries of State of the jurisdiction States of organization of the Company Delaware and California dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser Prudential may reasonably request. (viii) If not previously provided to Prudential, copies of all amendments to the Bank Credit Agreement. (ix) If any Purchaser is not a “Guarantied Party” under the Subsidiary Guaranty, a Joinder of such Purchaser in the form of Exhibit A to the Subsidiary Guaranty. (x) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by Prudential.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the Restatement Date or applicable Closing Day, as the case may be, unless otherwise specified: (i) The Notes to be issued to such Purchaser pursuant to paragraph 1F hereof or the Shelf Note(s) to be purchased by such Purchaser at such ClosingPurchaser, as the case may be. (ii) Certified copies A certificate of the Secretary or an Assistant Secretary of the Ultimate General Partner certifying (A) the existence of the Company and the General Partner, (B) the Company Partnership Agreement, (C) the General Partner’s organizational documents, (D) the Ultimate General Partner’s organizational documents, (E) the resolutions of the Board of Directors (or similar governing bodyUltimate General Partner approving this Agreement, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of the other Loan Documents and the related transactions, and (F) all documents evidencing other necessary corporate corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes, and the Notes other Loan Documents executed and delivered on or before the Restatement Date or such Closing Day, as the case may be (provided, that for any ClosingClosing Day occurring after the Restatement Date, the Company Ultimate General Partner may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 clause (ii) as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company Ultimate General Partner certifying the names and true signatures of the officers of the Company Ultimate General Partner authorized to sign this Agreement and Agreement, the Notes Notes, the other Loan Documents and the other documents to be delivered hereunder on behalf of the Company (provided, that for any ClosingClosing Day occurring after the Restatement Date, the Secretary or an Assistant Secretary and one other officer of the Company Ultimate General Partner may certify that there has been no change to the officers of the Company Ultimate General Partner authorized to sign on behalf of the Company Accepted Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12clause (iii), as an alternative to the further delivery thereof). (iv) Certified copies Certificates of the Certificate Secretary or an Assistant Secretary of Incorporation and By-laws each of the Company then in effect Guarantors certifying (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, and the other Loan Documents to which such Guarantor is a party and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the Guaranty, and the other Loan Documents to which such Guarantor is a party executed and delivered on or before the Restatement Date or such Closing Day, as the case may be (provided, that for any ClosingClosing Day occurring after the Restatement Date, the Company such Guarantor may certify that there has been no change to any applicable constitutive document authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12, clause (ii) as an alternative to the further delivery thereof). (v) Certificates of the Secretary or an Assistant Secretary of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty, the other Loan Documents to which such Guarantor is a party and the other documents to be delivered hereunder on behalf of such Guarantor (provided, that for any Closing Day occurring after the Restatement Date, the Secretary or an Assistant Secretary and one other officer of such Guarantor may certify that there has been no change to the officers of such Guarantor authorized to sign any other documents to be delivered on such Closing Day since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this clause (v), as an alternative to the further delivery thereof). (vi) A short-form good standing certificate for favorable opinion of Bxxxx Bxxxx L.L.P., special counsel to the Company from and the Secretary of State of the jurisdiction of organization of Guarantors (or such other counsel designated by the Company dated as of a recent date prior and acceptable to the Purchaser(s)) satisfactory to such Closing Purchaser and substantially in the form of Exhibit D-1 attached hereto, and a favorable opinion of Taylor, Porter, Bxxxxx & Pxxxxxxx, special Louisiana counsel to the Company and the Guarantors (or such other evidence of the status of counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-2 hereto, and, in either case, as to such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such opinions will be and is hereby authorized to rely on such opinions. (vii) Certificates of good standing, existence and authority for the Company, the General Partner, the Ultimate General Partner and each of the Guarantors from each of the states in which the Company, the General Partner, the Ultimate General Partner and each of the Guarantors is either organized or is qualified to do business as a foreign entity. (viii) Solely with respect to the Restatement Date, results of searches of the UCC Records of the Secretary of State of Delaware and the Secretary of State and applicable counties of the States of Texas, Alabama, Delaware, Louisiana, Mississippi, New Mexico and Oklahoma and, in the case of the searches of the UCC Records, reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than Liens in favor of the Collateral Agent for the benefit of the Holders and the Banks and Liens permitted by paragraph 6C(1). (ix) The Guaranties duly executed by all parties thereto. (x) The Intercreditor Agreement duly executed by the Collateral Agent, the Banks, the Purchasers other than Prudential, the Company and the Guarantors. (xi) The Security Agreements duly executed by all parties thereto. (xii) Amendments to each of the existing Mortgages in form and substance satisfactory to the Purchasers. (xiii) Appropriate UCC-1 or UCC-3 Financing Statements, naming the Collateral Agent as the secured party and covering the Collateral, for filing with the appropriate authorities. (xiv) Solely with respect to the Restatement Date, certificate(s) of insurance naming the Collateral Agent as loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is in amount, form and substance and from an issuer satisfactory to the Required Holders. (xv) Solely with respect to the Restatement Date, a certified copy of the Bank Agreement in form and substance satisfactory to the Purchasers. (xvi) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser. (xvii) With respect to any Closing Day, written instructions of the Company in the form of Exhibit E attached hereto. (xviii) Solely with respect to the Restatement Date, a certificate dated as of the Restatement Date from the Chief Financial Officer of the Company as to the Solvency of the Company and its Subsidiaries on a consolidated basis. (xix) The most recently completed annual (or other audited) financial statements of the Company and its Subsidiaries, interim financial statements of the Company and its Subsidiaries dated the end of the most recent fiscal quarter for which financial statements are available and financial projections of the Company and its Subsidiaries covering a period at least equal to the greater of (a) the period covered by any similar projections delivered under the Bank Agreement, or (b) 3 years and incorporating the Notes provided for herein.

Certain Documents. Such Purchaser Each Existing Holder shall have received original counterparts or, if satisfactory to such Existing Holder, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the Restatement Date unless otherwise indicated, and, on the Restatement Date, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Note(sa Secretary's Certificate signed by the Secretary or Assistant Secretary and one other officer of each of the General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, certifying, among other things (a) as to the name, titles and true signatures of the officers of General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, authorized to sign on behalf of each Co-Issuer this Agreement, the Shelf Notes being delivered on such Closing Day and the other documents to be purchased delivered in connection with this Agreement, (b) that attached thereto is a true, accurate and complete copy of the Certificate of Formation of such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, certified by the Secretary of State of the state its formation as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the By-laws, operating agreement or other organization document of such Purchaser General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, in effect as of such Closing Day and as has been in effect immediately prior to and at such Closing. all times since the adoption of the resolutions referred to in clause (iid) Certified copies below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the Board of Directors (or similar governing other managing body of such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, or other managing body, duly adopted at a meeting or an authorized committee thereof) by unanimous written consent of such Board of Directors or other managing body, authorizing the execution, delivery and performance on behalf of each of the Company authorizing the execution and delivery Co-Issuers of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any ClosingAgreement, the Company may certify that there has been no change to any applicable authorization or approval since the date Shelf Notes being delivered on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes Closing Day and the other documents to be delivered hereunder in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the partners of the Issuer or of such Board of Directors or any committee thereof relating to the subject matter thereof, (provided, e) that for any Closingthis Agreement, the Secretary or an Assistant Secretary Shelf Notes being delivered on such Closing Day and one the other officer documents executed and delivered on behalf of each of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered Co-Issuers to such Purchaser under this Section 4.12are in the form approved by its Board of Directors in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as an alternative to the further delivery thereof).case may be, have been commenced or are contemplated; (ivii) Certified copies a certificate of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company and each of the Subsidiaries from the Secretary of State of the jurisdiction state of organization formation of the Company and each such Subsidiary and of each state in which the Company or any such Subsidiary is required to be qualified to transact business as a foreign partnership or corporation, in each case dated as of a recent date date; (iii) a confirmation of Guaranty Agreement in form and substance satisfactory to Prudential and the Existing Holders executed by each Guarantor party to a Guaranty Agreement immediately prior to the Restatement Date and a Guaranty Agreement, substantially in the form of the Guaranty Agreements in effect immediately prior to the Restatement Date, executed by each Guarantor, if any, not a party to a Guaranty Agreement immediately prior to the Restatement Date, together with the documents relating thereto described in paragraph 5J hereof; (iv) a certificate of good standing for each of the General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, from the Secretary of State of the state of its formation and of each state in which such Closing and General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, is required to be qualified to transact business as a foreign corporation, in each case dated as of a recent date; and (v) such other evidence of the status of the Company certificates, documents and agreements as such Purchaser Existing Holder may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Company. (v) A short-favorable opinion of Danixx X. Xxxxx, xxneral counsel of the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form good of Exhibit D-1 attached hereto, in the case of the Series B Notes, and Exhibit D-2 attached hereto, in the case of future Shelf Notes, and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) Good standing certificate certificates for the Company from the Secretary Secretaries of State of the jurisdiction of organization of the Company Delaware and Illinois dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Accepted Notes (provided, that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 clause (ii) as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing Day occurring after the Series A Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Accepted Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12paragraph 3A(iii), as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12paragraph 3A(iv), as an alternative to the further delivery thereof). (v) Favorable opinions of Xxxxxx X. Xxxxxx, General Counsel of the Company, (or such other counsel designated by the Company and acceptable to the Purchaser(s)) reasonably satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Accepted Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company Delaware dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vii) The Subsidiary Guaranty Agreement, duly executed and delivered by each of the Subsidiary Guarantors. (viii) Certified copies of the resolutions of the Board of Directors of each Subsidiary Guarantor authorizing the execution and delivery of the Subsidiary Guaranty Agreement, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Subsidiary Guaranty Agreement. (ix) A certificate of the Secretary or an Assistant Secretary and one other officer of each Subsidiary Guarantor certifying the names and true signatures of the officers of such Subsidiary Guarantor authorized to sign the Subsidiary Guaranty Agreement and the other documents to be delivered thereunder. (x) Certified copies of the Certificate of Incorporation and By-laws of each Subsidiary Guarantor. (xi) A good standing certificate for each Subsidiary Guarantor organized in the United States from its state of incorporation dated of a recent date and such other evidence of the status of such Subsidiary Guarantor as such Purchaser may reasonably request. (xii) The Sharing Agreement duly executed by each party thereto. (xiii) Solely with respect to the Series A Closing, certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of Delaware, Kansas, Utah, Arizona and California together with copies of such financing statements. (xiv) Additional documents or certificates with respect to legal matters or corporate or other proceedings (including evidence of the appointment of CT Corporation System, Inc. as the Company's agent pursuant to paragraph 11Q(iii)) related to the transactions contemplated hereby as may be reasonably requested by such Purchaser. (xv) Written instructions of the Company in the form of Exhibit E attached hereto.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) This Agreement; (ii) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).Purchaser; (iii) A certificate favorable opinion of David A. Kastelic, General Counsel of the Company (or such xxxxx xxxxxxx xxxignated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series B Notes) or D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closingaccurate and complete copy of the Articles of Incorporation of the Company, certified by the Secretary or an Assistant Secretary of State of Minnesota as of a date not more than ten Business Days from the Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and one other officer complete copy of the Company may certify that there has Company's Bylaws which were duly adopted and are presently in effect and have been no change in effect immediately prior to and at all times since the officers adoption of the Company authorized resolutions referred to sign in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors (authorizing the issuance and sale of the Notes and other documents to be delivered therewith since the date on which execution, delivery and performance of this Agreement) duly adopted by written action or at a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies meeting of the Certificate Company's Board of Incorporation Directors, and By-laws of the Company then in effect such resolutions have not been rescinded, amended or modified and (provided, E) that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, attached as an alternative to the further delivery thereof). (v) A short-form Exhibit D thereto is a good standing certificate for the Company from the Secretary of State of Minnesota; (v) an Officer's Certificate certifying that (A) the jurisdiction of organization representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day, except to the extent of changes caused by the transactions herein contemplated; and (B) on the date of closing no Event of Default or Default exists; (vi) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company dated or any Subsidiary (under its present name and previous names used in the last seven years) as of a recent date prior to such Closing debtor and such other evidence which are filed in the office of the status Secretary of State of Minnesota together with copies of such financing statements; and (vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Company transactions contemplated hereby as may be reasonably requested by such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) The Guaranty dated the Series A Closing Day in the form of Exhibit E attached hereto. (iii) Certified copies of the resolutions of the Board Boards of Directors (or similar governing body, or an authorized committee thereof) of the Company and the Guarantor authorizing (as applicable) the execution and delivery of this Agreement and the Guaranty and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Guaranty and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Notes. (iiiiv) A certificate Certificates of the Secretary or an Assistant Secretary and one other officer of the Company and the Guarantor certifying the names and true signatures of the officers of the Company and the Guarantor authorized (as applicable) to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (ivv) Certified copies of the Certificate Articles of Incorporation and By-laws of the Company then in effect and the Guarantor. (providedvi) A favorable opinion of Xxxxxxx X. Xxxxxxx, that for any Closing, General Counsel of the Company may certify that there has been no change (or such other counsel designated by the Company and acceptable to any applicable constitutive document since the date on which it was most recently delivered Purchaser(s)) satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or D-2 (in the ----------- --- case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, as agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an alternative opinion will and is hereby authorized to the further delivery thereof)rely on such opinion. (vvii) A short-form good Good standing certificate certificates for the Company and the Guarantor from the Secretary of State of the jurisdiction of organization of the Company California dated as of a recent date prior to such Closing and such other evidence of the status of the Company and the Guarantor as such Purchaser may reasonably request. (viii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of California and Arizona, together with copies of such financing statements. (ix) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of The Subsidiary Guaranty Agreement (on the resolutions of the Board of Directors Series A Closing Day) or a ratification thereof (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (providedeach subsequent Closing Day), that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)duly executed by all Material Subsidiaries. (iii) A favorable opinion of Xxxxxxxx Xxxxxx, special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchasers) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (iv) The Articles of Incorporation of the Company and each Guarantor certified as of a recent date (except as permitted pursuant to Section 5Q) by the Secretary of State of the respective states of organization. (v) The Bylaws of the Company and each Guarantor, certified by their respective Secretaries. (vi) An incumbency certificate of signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and the Guarantors certifying as to the names names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement and Agreement, the Notes Notes, the other Note Documents and the other documents to be delivered hereunder hereunder. (provided, that for any Closing, vii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to and each Guarantor (A) attaching resolutions of the officers Board of Directors of the Company authorized to sign or such Guarantor evidencing approval of the transactions contemplated by this Agreement and the other Note Documents and the issuance of the Notes and other documents the Subsidiary Guaranty Agreement and the execution, delivery and performance thereof, and authorizing certain officers to be delivered therewith execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since the date on which a certificate setting forth the names been amended, revoked or rescinded, and true signatures of such officers, (B) certifying that no dissolution or liquidation proceedings as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).Company, any Guarantor or any Subsidiary have been commenced or are contemplated by the Company, any Guarantor or any Subsidiary, except in the case of any Guarantor or any Subsidiary dissolutions and liquidations which would be permitted pursuant to paragraph 6D or 6E. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (vviii) A short-form good standing certificate for the Company and each Guarantor from the Secretary of State of the jurisdiction its state of organization of the Company dated as of a recent date not more than thirty days prior to such the applicable Closing Day and such other evidence of the status of the Company as such Purchaser may reasonably request. (ix) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company as debtor and which are filed in the offices of the Secretary of State of the states in which the Company is organized together with copies of such financing statements. (x) With respect to the Series A Closing Day, (A) a certified copy of the Bank Credit Agreement and all amendments thereto, including without limitation a copy of the duly executed Second Amendment to the Bank Credit Agreement in form and substance satisfactory to the Purchasers; (B) a certified copy of the Pledge Agreement and all amendments thereto; (C) a true and correct copy of all other credit agreements, loan agreements and other documents governing or evidencing Indebtedness of the Company or any of its Subsidiaries (excluding agreements evidencing the obligation to pay discounted minimum payments less than $20,000,000 due in conjunction with earnouts on acquisitions); (D) an amendment to the Pledge Agreement, in form and substance satisfactory to the Series A Note Purchasers; and (E) an Intercreditor Agreement, in form and substance satisfactory to the Series A Note Purchasers, executed by the Purchasers and the Collateral Agent, and acknowledged and agreed to by the Company and the Guarantors. (xi) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the followingfollowing dated the date of the applicable Closing Day: (i) The Note(sthis Agreement; (ii) the Notes to be purchased by such Purchaser at such Closing.Purchaser; (iiiii) Certified a favorable opinion of Schiff, Hardin & Xxxxx, special counsel to the Company (or such other counsel designated by the Company and reasonably acceptable to the Purchaser(s)) reasonably satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to 12 rely on such opinion; (iv) certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes Notes; (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iiiv) A a certificate of the Secretary or an Assistant Secretary secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder or thereunder; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (ivvi) Certified certified copies of the Company's Certificate of Incorporation and By-laws of the Company then in effect Bylaws (providedor, if not a corporation, similar governing documents) or, alternatively, certification that for any Closing, the Company may certify that there has no amendments or other modifications have been no change to any applicable constitutive document made thereto since the date on which it was most recently delivered certified to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). Prudential or other Purchasers; (vvii) A short-form good standing certificate a Good Standing Certificate for the Company from the Secretary of State of the jurisdiction state of organization of the Company Indiana dated as of a recent date prior to such Closing and such other evidence of the status Status of the Company as such Purchaser may reasonably request.; and

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) This Agreement; (ii) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).Purchaser; (iii) A certificate favorable opinion of Gambx Xxxkxx & Xaumxx, xxecial counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D-1 (in the case of the Series I Notes) or D-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closingaccurate and complete copy of the Articles of Incorporation of the Company, certified by the Secretary or an Assistant Secretary of State of Delaware as of a date not more than ten Business Days from the Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and one other officer complete copy of the Company may certify that there has Company's Bylaws which were duly adopted and are presently in effect and have been no change in effect immediately prior to and at all times since the officers adoption of the Company authorized resolutions referred to sign in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors (authorizing the issuance and sale of the Notes and other documents to be delivered therewith since the date on which execution, delivery and performance of this Agreement) duly adopted by written action or at a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies meeting of the Certificate Company's Board of Incorporation Directors, and By-laws of the Company then in effect such resolutions have not been rescinded, amended or modified and (provided, E) that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, attached as an alternative to the further delivery thereof). (v) A short-form Exhibit D thereto is a good standing certificate for the Company from the Secretary of State of Delaware; (v) a Secretary's Certificate signed by the jurisdiction Secretary or an Assistant Secretary and one other officer of organization each Guarantor certifying that attached thereto is a true, accurate and complete copy of the Company dated resolutions of such Guarantor's Board of Directors (authorizing the execution, delivery and performance of the Series I Guaranty) duly adopted by consent in lieu of a meeting by such Guarantor's Board of Directors, and such resolutions have not been rescinded, amended or modified. (vi) an Officer's Certificate certifying that (A) the representations and warranties contained in paragraph 8 shall be true on and as of a recent the Closing Day, except to the extent of changes caused by the transactions herein contemplated; and (B) on the date prior of closing no Event of Default or Default exists; (vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Closing and such other evidence of the status of the Company as such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser The Merger Sub and Buyer shall have received the followingfollowing documents: (ia) The Note(san Escrow Agreement (the “Escrow Agreement”) in the form reasonably agreed to be purchased by such Purchaser at such Closing.the parties and duly executed by the Stockholder Representative and Escrow Agent; (iib) Certified copies the Restated Certificate, certified by the Secretary of State of Delaware; (c) a certificate, dated within ten (10) days prior to the resolutions of Closing Date, as to the Board of Directors (or similar governing body, or an authorized committee thereof) good standing of the Company and the Subsidiaries and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each other state in which the Company or any Subsidiary is qualified as a foreign corporation; (d) executed originals or copies acceptable to Merger Sub and Buyer, acting reasonably, of all consents, waivers, approvals and authorizations required by Law to be obtained by the Company in connection with the consummation of the transactions contemplated, except as otherwise reflected on Schedule 3.6.3; (e) all consents required by Buyer, including without limitation the consents set forth on Schedule 6.3(e); (f) a copy of the written consents of the Company Board or minutes of the relevant Board meeting, authorizing the execution and delivery of this Agreement and the issuance each of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect Related Agreements to this Agreement which the Company is a party and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate performance of the Secretary or an Assistant Secretary transactions contemplated hereby and one other officer thereby, certified by the secretary of the Company certifying as the names case may be; (g) approvals from the Company’s stockholders as required by the Company’s Charter Documents and true signatures the DGCL, establishing that (i) the Sufficient Stockholder Vote and the (ii) Section 280G Stockholder Approval, certified by the secretary of the Company as the case may be; (h) a certificate as to the incumbency and signature of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary executed by an officer or an Assistant Secretary and one other officer director of the Company may certify that there has been no change to and by the officers secretary of the Company; (i) the Services Agreement executed by the Key Employee or his designee as approved by Buyer; (j) the Company authorized to sign Notes Warrant Termination Agreements; (k) the Voting Agreement executed by MK Capital, L.P. and its Affiliates acquiring stock as a result of the Merger; and (l) all other documents specifically required to be delivered therewith since produced at the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser Closing under this Section 4.12, Agreement or as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date reasonably requested by Buyer or Merger Sub prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably requestClosing.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day unless otherwise specified: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies A certificate of the Secretary or an Assistant Secretary of the General Partner certifying (A) the existence of the Company and the General Partner, (B) the Company Partnership Agreement, (C) the General Partner's organizational documents, (D) the resolutions of the Board of Directors (or similar governing bodyGeneral Partner approving this Agreement, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of the other Loan Documents and the related transactions, and (E) all documents evidencing other necessary corporate corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes, and the Notes other Loan Documents executed and delivered on or before such Closing Day (provided, that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 clause (ii) as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company General Partner certifying the names and true signatures of the officers of the Company General Partner authorized to sign this Agreement and Agreement, the Notes Notes, the other Loan Documents and the other documents to be delivered hereunder on behalf of the Company (provided, that for any Closing Day occurring after the Series A Closing, the Secretary or an Assistant Secretary and one other officer of the Company General Partner may certify that there has been no change to the officers of the Company authorized to sign Accepted Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12clause (iii), as an alternative to the further delivery thereof). (iv) Certified copies Certificates of the Certificate Secretary or an Assistant Secretary of Incorporation and By-laws each of the Company then in effect Guarantors certifying (A) the organizational documents of such Guarantor, (B) the resolutions of the governing body of such Guarantor approving this Agreement, the Guaranty, and the other Loan Documents to which such Guarantor is a party and the related transactions, and (C) all other documents evidencing other necessary corporate, partnership or limited liability company action and governmental approvals, if any, with respect to this Agreement, the Guaranty, and the other Loan Documents to which such Guarantor is a party executed and delivered on or before such Closing Day (provided, that for any Closing Day occurring after the Series A Closing, the Company such Guarantor may certify that there has been no change to any applicable constitutive document authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12, clause (ii) as an alternative to the further delivery thereof). (v) Certificates of the Secretary or an Assistant Secretary of each Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign the Guaranty, the other Loan Documents to which such Guarantor is a party and the other documents to be delivered hereunder on behalf of such Guarantor (provided, that for any Closing Day occurring after the Series A short-Closing, the Secretary or an Assistant Secretary and one other officer of such Guarantor may certify that there has been no change to the officers of such Guarantor authorized to sign any other documents to be delivered on such Closing Day since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this clause (v), as an alternative to the further delivery thereof). (vi) A favorable opinion of Xxxxxxxx & Xxxxxx LLP, special counsel to the Company and the Guarantors (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion. (vii) Certificates of good standing certificate standing, existence and authority for the Company Company, the General Partner and each of the Guarantors from each of the states in which the Company, the General Partner and each of the Guarantors is either organized or does business. (viii) Solely with respect to the Series A Closing, results of searches of the UCC Records of the Secretary of State of Delaware and the jurisdiction Secretary of organization State and applicable counties of the States of Texas, heretofore obtained by the Collateral Agent and, in the case of the searches of the UCC Records, reflecting no Liens against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement other than Liens in favor of the Collateral Agent for the benefit of the Holders and the Banks and Permitted Liens. (ix) The Guaranties duly executed by all parties thereto. (x) The Intercreditor Agreement duly executed by the Collateral Agent, the Banks, the Purchasers other than Prudential, the Company and the Guarantors. (xi) The Security Agreements and the Pledge Agreements duly executed by all parties thereto. (xii) Amendments to each of the existing Mortgages in form and substance satisfactory to the Purchasers. (xiii) Appropriate UCC-1 or UCC-3 Financing Statements, naming the Collateral Agent as the secured party and covering the Collateral, for filing with the appropriate authorities. (xiv) Solely with respect to the Series A Closing, certificate(s) of insurance naming the Collateral Agent as loss payee or additional insured evidencing insurance which meets the requirements of this Agreement and the Security Documents and which is in amount, form and substance and from an issuer satisfactory to the Required Holders. (xv) Certified copy of an amendment to the Bank Agreement permitting the Company to enter into this Agreement and issue the Notes. (xvi) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser. (xvii) Written instructions of the Company dated in the form of Exhibit E attached hereto. (xviii) Solely with respect to the Duke Acquisition Closing, such Purchaser shall have received the following (other than the documents and instruments described in subclause (a) below, which shall be delivered to the Collateral Agent) duly executed by all the parties thereto, in form and substance satisfactory to such Purchaser: (a) Mortgages, other Security Documents and appropriate UCC-1 and UCC-3 Financing Statements for filing with the appropriate authorities covering the Property being acquired by the Company pursuant to the Duke Acquisition Documents, together with, at the request of the Required Holders, a favorable opinion of outside counsel to the Company, in form and substance reasonably satisfactory to the Required Holders, as to such matters relating to the foregoing documents as the Required Holders may reasonably request; (b) copies of the Duke Acquisition Documents certified by a Responsible Officer (A) as being true and correct copies of such documents as of a recent date prior the Duke Acquisition Closing, and (B) except as otherwise disclosed in writing and acceptable to such Closing Purchaser (i) as being in full force and effect and no material term or condition thereof having been amended, modified or waived after the execution thereof; and (ii) that to the knowledge of such Responsible Officer, none of the parties to the Duke Acquisition Documents shall have failed to perform any material obligation or covenant required by the Duke Acquisition Documents to be performed or complied with by it on or before the Duke Acquisition Closing; (c) a report by Xxxxxx and Click, Inc. in form and substance satisfactory to such Purchaser, together with a certificate from a Responsible Officer certifying that the Properties subject to such report are the same Properties that are the subject of the Duke Acquisition; (d) a Phase I environmental review by Flat Rock Energy Partners covering those Properties to be acquired in connection with the Duke Acquisition in form and substance satisfactory to such Purchaser; and (e) such other evidence of the status of the Company documents, agreements or information as such Purchaser may reasonably request. (xix) Solely with respect to the Duke Acquisition Closing, the Duke Acquisition shall, simultaneously with the issuance of the Notes in connection with the Duke Acquisition Closing, have been consummated by the Company, and all other conditions to the Duke Acquisition shall have been satisfied in form and substance satisfactory to such Purchaser. (xx) Solely with respect to the Duke Acquisition Closing, such Purchaser shall have received satisfactory evidence that arrangements have been made so that the Liens granted to the Collateral Agent under the Security Documents relating to the Duke Acquisition are or will be Acceptable Security Interests and that all actions or filings necessary to protect, preserve and validly perfect such Liens have been made, taken or obtained (or will be upon the filing and recording of the appropriate Security Documents), as the case may be, and are in full force and effect. (xxi) Solely with respect to the Duke Acquisition Closing, such Purchaser shall be satisfied in its reasonable discretion as to the status of the Company's or Guarantor's, as applicable, title to the Properties acquired pursuant to the Duke Acquisition. (xxii) Solely with respect to the Duke Acquisition Closing, such Purchaser shall be satisfied in its sole discretion with its due diligence analysis and review of the Properties acquired pursuant to the Duke Acquisition.

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Note(s) the Note or Notes to be purchased by such Purchaser at on such Closing.Closing Day in the form of Exhibit A-3 attached hereto; (ii) Certified copies (a) a Confirmation of Guaranty Agreement (each such Confirmation of Guaranty Agreement, as the resolutions same may be amended, restated, supplemented or otherwise modified from time to time, a “Confirmation of Guaranty”) in the Board form of Directors Exhibit E-2 hereto made by each Person which is a Guarantor as of such Closing Day and (b) a Guaranty Agreement in the form of Exhibit E-1 (or similar governing body, or a joinder to an authorized committee thereofexisting Guaranty Agreement) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing from each other necessary corporate action and governmental approvalsPerson, if any, which is required to be a Guarantor as of such Closing Day in accordance with respect paragraph 5J but is not then a party to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).a Guaranty Agreement; (iii) A a certificate of the Secretary signed by an authorized officer or an Assistant Secretary representative or attorney in fact and one other authorized officer or representative or attorney in fact of each Transaction Party certifying, among other things (a) as to the Company certifying the names names, titles and true signatures of the officers of the Company such Transaction Party authorized to sign this Agreement and the Notes Transaction Documents to which such Transaction Party is a party being delivered on such Closing Day and the other documents to be delivered hereunder in connection with this Agreement, (providedb) that attached thereto is a true, that for any Closing, the Secretary or an Assistant Secretary accurate and one other officer complete copy of the Company may certify that there has been no change to the officers articles or certificate of the Company authorized to sign Notes and incorporation or other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures formation document of such officersTransaction Party, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from certified by the Secretary of State (or similar officer or governing body) of the jurisdiction of organization of such Transaction Party as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the regulations, by-laws, operating agreement, memorandum and articles of association or other organizational document of such Transaction Party which were duly adopted and are in effect as of the date of closing and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of such Transaction Party, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of the Transaction Documents to which such Transaction Party is a party being delivered on such Closing Day and the other documents to be delivered in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the shareholders, partners or members of such Transaction Party or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof, (e) that the Transaction Documents to which such Transaction Party is a party being delivered on such Closing Day and the other documents executed and delivered to such Purchaser by such Transaction Party are in the form approved by its board of directors or other managing body in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to the Company or any of its Subsidiaries have been commenced or are contemplated; provided, however, that with respect to any Closing Day subsequent to the Exchange Closing Day, if none of the matters certified to in the certificate delivered by any Transaction Party under this clause (iii) on any prior Closing Day have changed and the resolutions referred to in clause (d) of this clause (iv) authorize the execution and delivery of the Notes and other Transaction Documents being delivered on such subsequent Closing Day, then such Transaction Party may, in lieu of the certificate described above, deliver a certificate signed by an authorized officer or authorized representative or attorney in fact certifying that there have been no changes to the matters certified to in the certificate delivered by such Transaction Party on such prior Closing Day under this clause (iii); (iv) a certificate of corporate or other type of entity good standing for each Transaction Party from the Secretary of State (or similar officer or governmental body, if applicable) of the jurisdiction of its organization and of each jurisdiction in which such Transaction Party is required to be qualified to transact business as a foreign organization, in each case dated as of a recent date prior to such Closing date; (v) certified copies of Requests for Information or Copies (Form UCC‑11) or equivalent reports listing all effective financing statements which name the Company (under its present name and previous names used) as debtor and which are filed in the office of the Secretary of State (or such other evidence office which is, under the Uniform Commercial Code as in effect in the applicable jurisdiction, the proper office in which to file a financing statement under section 9-501(a)(2) of such Uniform Commercial Code) of the status location (as determined under the Uniform Commercial Code) of the Company, together with copies of such financing statements, and lien and judgment search reports from the county recorder of any county in which the Company maintains an office or in which any assets of the Company are located; and (vi) such other certificates, documents and agreements as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following:, each dated the date of the applicable Closing Day (except as specifically noted below): (ia) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (iib) Certified copies A favorable opinion of Xxxx & Xxxxxxx, (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of EXHIBIT D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (c) An Officer's Certificate, substantially in the form of EXHIBIT E to this Agreement, signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the resolutions of Company, certifying that the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery conditions specified in paragraph 3C of this Agreement and the issuance of the Noteshave been fulfilled, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative certifying to the further delivery thereof)other matters set forth therein. (iiid) A certificate of signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying Company, substantially in the names and true signatures form of the officers of the Company authorized EXHIBIT F to sign this Agreement and the Notes and the other documents to be delivered hereunder (providedAgreement, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change with respect to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officersmatters therein set forth, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)together with all specified attachments thereto. (ive) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Certificate Company or any Subsidiary (under its present name and previous names) as debtor, together with copies of Incorporation and By-laws such financing statements. (f) A copy of SCHEDULE 8O setting forth the Debt for borrowed money of the Company then in effect (provided, that for any Closing, updated to reflect all such Debt outstanding as of the Company may certify that there has been no change to any applicable constitutive document since the date close of business on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Closing Day. (vg) A short-form good standing certificate for Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Company from the Secretary of State of the jurisdiction of organization of the Company dated transactions contemplated hereby as of a recent date prior to may be reasonably requested by such Closing and such other evidence of the status of the Company as such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Notes and the Notes other Note Documents (provided, provided that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 clause (ii) as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder by the Company (provided, provided that for any Closing Day occurring after the Series A Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Additional Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12clause (iii), as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate certificate of Incorporation incorporation and By-laws bylaws of the Company then in effect (provided, provided that for any Closing Day occurring after the Series A Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12clause (iv), as an alternative to the further delivery thereof). (v) Certified copies of the resolutions of the Board of Directors (or equivalent governing body) of each Subsidiary authorizing the execution and delivery of the Note Documents to which such Subsidiary is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to such Note Documents (provided that for any Closing Day occurring after the Series A short-form Closing, such Subsidiary may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this clause (v) as an alternative to the further delivery thereof). (vi) A certificate of the Secretary or an Assistant Secretary and one other officer of each Subsidiary certifying the names and true signatures of the officers of such Subsidiary, or its sole shareholder, as the case may be, authorized to sign the Note Documents to which such Subsidiary is a party and the other documents to be delivered hereunder by such Subsidiary (provided that for any Closing Day occurring after the Series A Closing, the Secretary or an Assistant Secretary and one other officer of such Subsidiary or its sole shareholder, as the case may be, may certify that there has been no change to the officers of such Subsidiary or its sole shareholder, as the case may be, authorized to sign documents to be delivered on such Closing Day since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this clause (vi), as an alternative to the further delivery thereof). (vii) Certified copies of the certificate of incorporation and bylaws (or equivalent constitutive documents) of each Subsidiary (provided that for any Closing Day occurring after the Series A Closing, such Subsidiary may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this clause (vii), as an alternative to the further delivery thereof). (viii) A favorable opinion of Cxxxx & Dxxxxxx to the effects set forth in Exhibit B attached hereto, satisfactory to such Purchaser and as to such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Additional Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (ix) A good standing certificate for each of the Company and each of its Subsidiaries from the Secretary of State (or equivalent governmental official) of the jurisdiction State of its organization of the Company dated as of a recent date prior to such Closing and such other evidence of the its status of the Company as such Purchaser may reasonably request. (x) Solely with respect to the Series A Closing, certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any of its Subsidiaries (under its present name and previous names) as debtor and which are filed in the state of its organization, together with copies of such financing statements. (xi) Solely with respect to the Series A Closing, the Guaranty Agreement, duly executed by each of the Guarantors signatory thereto. (xii) Solely with respect to the Series A Closing, the Pledge Agreement, duly executed by each of the Pledgors signatory thereto. (xiii) Solely with respect to the Series A Closing, all certificates, if any, representing the Equity Interests pledged under the Pledge Agreement, together with an undated assignment instrument for each such certificate, duly executed in blank by the holder thereof. (xiv) Solely with respect to the Series A Closing, an executed counterpart of an amendment to the Bank Agreement providing an increase to the Maximum Subordinated Amount (as defined in the Bank Agreement) in order to permit the transactions contemplated by the Note Documents. (xv) Except to the extent previously executed and delivered in connection with the issuance of another Series of Notes or in order to comply with the requirements of paragraph 5L, Mortgages with respect to each of the U.S. Oil and Gas Properties that is subject to a Lien in favor of the Bank Agent, duly executed by all parties thereto. (xvi) Evidence satisfactory to such Purchaser as to the status of the Company’s or the applicable Subsidiary’s title to such of the Oil and Gas Properties described in clause (xv), or in any Mortgage executed and delivered by the Company or any of its Subsidiaries after the Series A Closing Day, as such Purchaser may reasonably request. (xvii) Such environmental reports as such Purchaser may request, in each case satisfactory in form, scope and substance to such Purchaser. (xviii) Solely with respect to the Series A Closing, the Security Agreement, duly executed by the parties thereto. (xix) Solely with respect to the Series A Closing, the Deposit Account Control Agreements, duly executed by all parties thereto. (xx) Solely with respect to the Series A Closing, Direction Letters executed in blank by the Company, in such quantity as the Collateral Agent may reasonably request. (xxi) Solely with respect to the Series A Closing, Letters-in-Lieu executed in blank by the Company, in such quantity as the Collateral Agent may reasonably request. (xxii) Solely with respect to the Series A Closing, the Intercreditor Agreement, duly executed by all parties thereto. (xxiii) Solely with respect to the Series A Closing, the Collateral Agency Agreement, duly executed by all parties thereto. (xxiv) Solely with respect to the Series A Closing, appropriate UCC-1 Financing Statements, naming the Collateral Agent as secured party and covering the collateral under the Security Documents, for filing with the appropriate authorities. (xxv) Solely with respect to the Series A Closing, certificate(s) of insurance naming the Collateral Agent as an additional insured and evidencing insurance that meets the requirements of this Agreement and the Security Documents and that is in amount, form and substance, and from an issuer, satisfactory to such Purchaser. (xxvi) Solely with respect to the Series A Closing, a certified copy of the Bank Agreement, in form, scope and substance satisfactory to such Purchaser. (xxvii) Solely with respect to the Series A Closing, a certified copy of the Engineering Report prepared and signed by MHA Petroleum Consultants, Inc. and Sxxxxxx Associates Inc. and with an effective date as of December 31, 2006 (the “Initial Engineering Report”), which report shall include all information required to be included in Engineering Reports delivered pursuant to clause (v) of paragraph 5A and shall otherwise be satisfactory in form, scope and substance to such Purchaser, and which report shall be accompanied by a determination of Adjusted PV10, certified by a Responsible Officer of the Company. (xxviii) Solely with respect to the Series A Closing, written funding instructions of the Company in the form of Exhibit C attached hereto. (xxix) Solely with respect to the Series A Closing, (a) the Indebtedness evidenced by the Diamond Note shall have been cancelled and converted to equity and (b) the Amended and Restated Security Agreement, dated as of June 7, 2006, made by Diamond in favor of the Company shall have terminated and all UCC-1 financing statements and other filings relating thereto shall have been released or, at the option of the Bank Agent, assigned by the Company to the Bank Agent. (xxx) Such additional legal opinions, documents and certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser The Agent shall have received each of the following, each dated the Effective Date unless otherwise indicated or agreed to by the Agent and each in form and substance reasonably satisfactory to the Agent: (i) The Note(s) to be purchased this Agreement executed by such Purchaser at such Closing.the Additional Tranche B-4 Term Loan Lender, the Additional Tranche B-5 Term Loan Lender, the Converting Lenders, the Borrower, the other Credit Parties and the Agent; (ii) Certified certified copies of the resolutions of the Board board of Directors directors (or similar other governing body, or an authorized committee thereof) of each Credit Party approving the Company authorizing the execution execution, delivery and delivery performance of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder executed in connection herewith; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer iii) a certificate of the Company may certify secretary or assistant secretary (or other authorized person) of each Credit Party dated the Effective Date, certifying (A) that there has been no change to the officers attached thereto is a true and complete copy of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures each organizational document of such officersCredit Party and that either (x) such organizational documents have not been altered since delivery of such documents on the Effective Date (including certification, as described aboveif any, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from by the Secretary of State of the jurisdiction state of its organization delivered on the Effective Date) or (y) such organizational document are in full force and effect on the date hereof, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and, in the case of the Company dated Borrower, the Incremental Borrowings, and that such resolutions have not been modified, rescinded or amended and are in full Table of Contents force and effect and (C) as to the incumbency and specimen signature of each officer (or other authorized person) executing this Agreement or any other document delivered in connection herewith on behalf of such Credit Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (iii)); (iv) a certificate as to the good standing of each Credit Party (if available in the applicable jurisdiction), to the extent requested by the Agent (in so-called “long-form” if available), as of a recent date prior to date, from such Closing and such Secretary of State (or other evidence applicable Governmental Authority); (v) a certificate of an Authorized Officer of the status Borrower to the effect that each of the Company as such Purchaser may conditions set forth in Section 7.1 of the Credit Agreement and this Section 4 have been satisfied; and (vi) a favorable opinion of (a) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, (b) Elvinger Hoss Prussen, société anonyme, Luxembourg counsel to the Borrower, (c) Xxxxx & XxXxxxxx, special U.K. counsel to the Borrower, (d) Xxxxx Stagnetto Xxxxx, special Gibraltar counsel to the Borrower and (e) Xxxxxx Services, special Bermuda counsel to the Borrower, each in form and substance reasonably requestsatisfactory to the Agent.

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser, dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Note(s) the Note or Notes to be issued to or purchased by such Purchaser at on such Closing.Closing Day in the form of Exhibit A-2 attached hereto; (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things (a) as to the names name, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes being delivered on such Closing Day and the other documents to be delivered hereunder in connection with this Agreement, (providedb) that attached thereto is a true, that for any Closing, the Secretary or an Assistant Secretary accurate and one other officer complete copy of the Company may certify that there has been no change to the officers certificate of incorporation of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officersCompany, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from certified by the Secretary of State of the jurisdiction state of organization of the Company dated as of a recent date prior to such Closing date, (c) that attached thereto is a true, accurate and such other evidence complete copy of the status by-laws of the Company which were duly adopted and are in effect as of such Closing Day and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this Agreement, the Notes being delivered on such Closing Day and the other documents to be delivered in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof, (e) that this Agreement, the Notes being delivered on such Closing Day and the other documents executed and delivered to such Purchaser may reasonably request.by the Company are in the form approved by its Board of Directors or other managing body in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to the Company or any Subsidiary have been commenced or are contemplated; provided, however, that with respect to any Closing Day subsequent to the Restatement Date, if none of the matters certified to in the certificate delivered by the Company under paragraph 3A(1)(i) or under this clause (ii) on the Restatement Date or any prior Closing Day have changed and the resolutions referred to in sub-clause (d) of paragraph 3A(1)(i) or under this clause (ii) authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day, then the Company may, in lieu of the certificate described above, deliver a Secretary’s Certificate signed by its Secretary or Assistant Secretary certifying that there have been no changes to the matters certified to in the certificate delivered by the Company on the Restatement Date or such prior Closing Day, as applicable, under paragraph 3A(1)(i) or under this clause (ii); (iii) a certificate of good standing for the Company from the Wisconsin Department of Financial Institutions dated no more than thirty (30) calendar days prior to the Closing Day;

Certain Documents. Such Purchaser The Administrative Agent shall have received each of the following:, each dated the Amendment Effective Date, in form and substance satisfactory to the Lender. (i) The Note(s) to be purchased this Amendment, duly executed by such Purchaser at such Closing.the Borrower, each Guarantor and the Lender; (ii) Certified copies a favorable opinion of Xxxxxxxxx, Xxxxx & Xxxx LLP, counsel to the resolutions of Loan Parties, addressed to the Board of Directors (or similar governing body, or an authorized committee thereof) of Lender as to the Company authorizing the execution and delivery enforceability of this Agreement Amendment and the issuance of the Notescertain other Loan Documents after giving effect to this Amendment, and of all documents evidencing addressing such other necessary corporate action and governmental approvals, if any, with respect to this Agreement and matters as the Notes (provided, that for any Closing, the Company Lender may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).reasonably request; (iii) A a certificate of the Secretary or an Assistant Secretary and one other of each Loan Party certifying (A) that each officer of the Company certifying the names and true signatures of the officers of the Company such Loan Party who has been authorized to sign execute and deliver the Credit Agreement or, as the case may be, the Guaranty is authorized to execute this Agreement Amendment and the Notes and the each other documents Loan Document executed in connection herewith, (B) that there have been no changes (other than as may be attached to be delivered hereunder (provided, that for any Closing, such certificate of the Secretary or an Assistant Secretary Secretary) to the certificate of incorporation or by-laws (or, in each case, equivalent organizational document) from the certificate of incorporation or by-laws (or, in each case, equivalent organizational document) delivered pursuant to the Credit Agreement on the Closing Date and one other officer (C) that the resolutions of such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to the Credit Agreement on the Closing Date approving and authorizing the execution, delivery and performance of the Company may certify that there has Credit Agreement or the other Loan Documents to which it is a party remain in full force and effect and have not been no change amended, supplemented or modified in any way and authorize the execution of this Amendment and the Loan Documents executed in accordance herewith; Amendment No. 1 and Waiver to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officersCredit Agreement American Apparel, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).Inc. (iv) Certified copies a certificate of a Responsible Officer to the effect that each of the Certificate of Incorporation conditions set forth in clauses (c), (d) and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there e) below has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).satisfied; (v) A short-form good standing certificate for the Company from written consent by Endeavor consenting to this Amendment; (vi) the Secretary of State amended and restated note evidencing amounts outstanding under the Credit Agreement after giving effect to this Amendment and the Additional Advance, duly executed by the Borrower; and (vii) a copy of the jurisdiction of organization Credit Agreement among Borrower, KCL Knitting, LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., American Apparel, LLC, Fresh Air Freight, Inc., each of the Company dated lenders party thereto and LaSalle Business Credit, LLC, as of a recent date prior to such Closing agent, and such other evidence of the status of the Company as such Purchaser may reasonably requestdocuments executed in connection therewith.

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Shelf Note(s) to be purchased by such Purchaser at on such Closing.Closing Day in the form of Exhibit A-3 hereto, as applicable; (ii) Certified copies a Secretary's Certificate signed by the Secretary or Assistant Secretary and one other officer of each of the General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, certifying, among other things (a) as to the name, titles and true signatures of the officers of such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, authorized to sign on behalf of each Co-Issuer this Agreement, the Shelf Notes being delivered on such Closing Day and the other documents to be delivered in connection with this Agreement, (b) that attached thereto is a true, accurate and complete copy of the Certificate of Formation of such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, certified by the Secretary of State of the state its formation as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the By-laws, operating agreement or other organization document of such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, in effect as of such Closing Day and as has been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the Board of Directors (or similar governing other managing body of such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, or other managing body, duly adopted at a meeting or an authorized committee thereof) by unanimous written consent of such Board of Directors or other managing body, authorizing the execution, delivery and performance on behalf of each of the Company authorizing the execution and delivery Co-Issuers of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any ClosingAgreement, the Company may certify that there has been no change to any applicable authorization or approval since the date Shelf Notes being delivered on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes Closing Day and the other documents to be delivered hereunder in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the only resolutions of the partners of the Issuer or of such Board of Directors or any committee thereof relating to the subject matter thereof, (provided, e) that for any Closingthis Agreement, the Secretary or an Assistant Secretary Shelf Notes being delivered on such Closing Day and one the other officer documents executed and delivered on behalf of each of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered Co-Issuers to such Purchaser under this Section 4.12are in the form approved by its Board of Directors in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to such General Partner or the general partner of Xxxxx'x Xxxxx Farm, as an alternative to the further delivery thereof).case may be, have been commenced or are contemplated; (iviii) Certified copies a certificate of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company Issuer (if applicable) and each of its Subsidiaries from the Secretary of State of the jurisdiction state of organization formation and of each state in which the Company Issuer or any such Subsidiary is required to be qualified to transact business as a foreign corporation or partnership, in each case dated as of a recent date date; (iv) a confirmation of Guaranty Agreement in form and substance satisfactory to such Purchaser executed by each Guarantor party to a Guaranty Agreement immediately prior to such Closing Day and such other evidence a Guaranty Agreement, substantially in the form of the status Guaranty Agreements in effect immediately prior to such Closing Day, executed by each Guarantor, if any, not a party to a Guaranty Agreement immediately prior to such Closing Day, together with the documents relating thereto described in paragraph 5J hereof; (v) a certificate of good standing for each of the Company General Partner or the general partner of Xxxxx'x Xxxxx Farm, as the case may be, from the Secretary of State of the state of its formation and of each state in which such Purchaser may reasonably request.General Partner or is required to be qualified to transact business as a foreign corporation, in each case dated as of a recent date; and

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company Delaware dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vi) to the extent that any Person is, at the time of such Closing, a Guarantor, a confirmation of Guaranty Agreement of such Guarantor in form satisfactory to such Purchaser executed by such Guarantor.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Accepted Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of approving this Agreement and the issuance of the Accepted Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that Accepted Notes; or for any ClosingClosing Day other than the Initial Closing Day, a certificate of the Secretary or an Assistant Secretary of the Company may certify stating that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)resolutions remain in effect. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Accepted Notes and the other documents to be delivered hereunder (provided, that hereunder; or for any ClosingClosing Day other than the Initial Closing Day, a certificate of the Secretary or an Assistant Secretary and one other officer of the Company may certify stating that there has been no change to the officers of the Company authorized to sign Notes and other documents information in such certificate continues to be delivered therewith since the date on which a certificate setting forth the names true and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)correct. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, Company; or a certificate of the Secretary or an Assistant Secretary of the Company may certify stating that there has been no change the Certificate of Incorporation and bylaws of the Company have not changed since last delivered pursuant to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Agreement. (v) A short-favorable opinion of Bryan Cave, special counsel to the Company satisfactory to such Purchasxx xxx substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Accepted Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company Delaware dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser Prudential may reasonably request. (vii) On the Initial Closing Day only, certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Subsidiary (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of Kansas, California, Missouri, New York, North Carolina and Ohio together with copies of such financing statements. (viii) On each Closing Day, other than the Initial Closing Day, a certificate of an Authorized Officer of the Company certifying the interest rate and maturity date for the Accepted Notes to be issued on such Closing Day. (ix) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the such Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the such Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 4.13 as an alternative to the further delivery thereof). (iii) Certified copies of the resolutions of the Board of Directors of each of the Subsidiary Guarantors authorizing the execution and delivery of the Subsidiary Guaranty with respect to such Notes and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to such Subsidiary Guaranty (provided, that for any Closing, such Subsidiary Guarantor may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.13 as an alternative to the further delivery thereof). (iv) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the such Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.124.13, as an alternative to the further delivery thereof). (ivv) A certificate of the Secretary or an Assistant Secretary and one other officer of each of the Subsidiary Guarantors certifying the names and true signatures of the officers of such Subsidiary Guarantor authorized to sign such Subsidiary Guaranty and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Subsidiary Guaranties and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.13, as an alternative to the further delivery thereof). (vi) Certified copies of the Certificate of Incorporation and By-laws of each of the Company then in effect and the Subsidiary Guarantors (provided, that for any Closing, the Company and the Subsidiary Guarantors may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.124.13, as an alternative to the further delivery thereof). (vvii) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company Texas, dated as of a recent date prior to such Closing Closing, and such other evidence of the status of the Company as such Purchaser may reasonably request. (viii) A good standing certificate for each of the Subsidiary Guarantors from the Secretary of State of the state of such Subsidiary Guarantor’s organization, dated as of a recent date prior to such Closing, and such other evidence of the status of each Subsidiary Guarantor as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Note(s) to be purchased by such Purchaser at on such Closing.Closing Day in the form of Exhibit A-1 or Exhibit A-2 hereto, as applicable; (ii) Certified copies a Guaranty Agreement in form satisfactory to such Purchaser (herein, together with any other Guarantee Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time, collectively called the “Guaranty Agreements” and individually called a “Guaranty Agreement”) made by each Subsidiary which is a Guarantor with respect to Indebtedness outstanding under the Primary Credit Facility or any other Material Indebtedness Agreement of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the NotesCompany, and which Subsidiary is not, as of all documents evidencing other necessary corporate action and governmental approvalssuch Closing Day, a party to a Guaranty Agreement, if any, with respect to this and a Confirmation of Guaranty Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered in form satisfactory to such Purchaser under this Section 4.12 (herein, as an alternative the same may be amended, supplemented, restated or otherwise modified from time to time, collectively called the further delivery thereof).“Confirmations of Guaranty Agreement” and individually called a “Confirmation of Guaranty Agreement”) made by each other Person which is, as of such Closing Day, a Guarantor of Payment, if any; (iii) A certificate of a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying and each Guarantor of Payment, if any, certifying, among other things (a) as to the names name, titles and true signatures of the officers of the Company or such Guarantor of Payment authorized to sign this Agreement and Agreement, the Notes being delivered on such Closing Day, any Guaranty Agreements or Confirmations of Guaranty Agreement, as applicable, being delivered on such Closing Day and the other documents to be delivered hereunder in connection with this Agreement, (providedb) that attached thereto is a true, that for any Closing, accurate and complete copy of the Secretary certificate of incorporation or an Assistant Secretary and one other officer formation document of the Company may certify that there has been no change to or such Guarantor of Payment, as applicable, certified by the officers Secretary of State of the state of organization of the Company authorized or such Guarantor of Payment, as applicable, as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of the Company or such Guarantor of Payment, as applicable, which were duly adopted and are in effect as of such Closing Day and have been in effect immediately prior to sign and at all times since the adoption of the resolutions referred to in clause (d) below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company or such Guarantor of Payment, as applicable, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this Agreement, the Notes being delivered on such Closing Day, any Guaranty Agreements or Confirmations of Guaranty Agreement being delivered on such Closing Day, as applicable, and the other documents to be delivered therewith since in connection with this Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the date on which a certificate setting forth only resolutions of the names and true signatures shareholders, partners or members of the Company or such Guarantor of Payment or of such officersboard of directors or other managing body or any committee thereof relating to the subject matter thereof, (e) that this Agreement, the Notes being delivered on such Closing Day, any Guaranty Agreements or Confirmations of Guaranty Agreement, as described aboveapplicable, was most recently and the other documents executed and delivered to such Purchaser by the Company or such Guarantor of Payment are in the form approved by its board of directors or other managing body in the resolutions referred to in clause (d), above, and (f) that no dissolution or liquidation proceedings as to the Company or any Subsidiary have been commenced or are contemplated; provided, however, that with respect to any Closing Day subsequent to the Series A Closing Day, if none of the matters certified to in the certificate delivered by the Company or any Guarantor of Payment under this Section 4.12clause (iii) on any prior Closing Day have changed and the resolutions referred to in sub-clause (d) of this clause (iii) authorize the execution and delivery of the Notes, any Guaranty Agreement and any Confirmation of Guaranty Agreement, as an alternative applicable, being delivered on such subsequent Closing Day, then the Company or such Guarantor of Payment may, in lieu of the certificate described above, deliver a Secretary’s Certificate signed by its Secretary or Assistant Secretary certifying that there have been no changes to the further delivery thereofmatters certified to in the certificate delivered by the Company or such Guarantor of Payment delivered on such prior Closing Day under this clause (iii).; (iv) Certified copies a certificate of the Certificate corporate or other type of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form entity good standing certificate for the Company from the Secretary of State of the jurisdiction state of organization of the Company dated as of a recent date prior to such Closing date; (v) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company (under its present name and previous names used) as debtor and which are filed in the office of the Secretary of State (or such other evidence office which is, under the Uniform Commercial Code as in effect in the applicable jurisdiction, the proper office in which to file a financing statement under Section 9-501(a)(2) of such Uniform Commercial Code) of the status location (as determined under the Uniform Commercial Code) of the Company Company, together with copies of such financing statements; (vi) such other certificates, documents and agreements as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Accepted Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of each other Obligor approving this Agreement and the issuance of the Notesother Loan Documents to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that Accepted Notes; or for any ClosingClosing Day other than the first Closing Day after the date of this Agreement, a certificate of the Secretary or an Assistant Secretary of the Company may certify or such other Obligor stating that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)resolutions remain in effect. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company and each other Obligor certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Agreement, the Accepted Notes, the other Loan Documents to which it is a party and the Notes and the any other documents to be delivered hereunder (provided, that to which it is a party; or for any ClosingClosing Day other than the first Closing Day after the date of this Agreement, a certificate of the Secretary or an Assistant Secretary and one other officer of the Company may certify or such other Obligor stating that there has been no change to the officers of the Company authorized to sign Notes and other documents information in such certificate continues to be delivered therewith since the date on which a certificate setting forth the names true and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)correct. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, and each other Obligor; or a certificate of the Secretary or an Assistant Secretary of the Company may certify or such other Obligor stating that there has been no change the Certificate of Incorporation and By-laws of the Company or such other Obligor have not changed since last delivered pursuant to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Agreement. (v) Favorable opinions of the following counsel satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request: (a) Holme Roberts & Owen LLP, special counsel for the Company - Exhibit D-1; xxx Xxx H. Xxxd, general counsel of the Guarantors - Exhibit D-2. The Cxxxxxx xxxxby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Accepted Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A short-form good standing certificate for the Company and the other Obligors from the Secretary of State of the jurisdiction of organization of the Company Delaware and Arkansas dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser you may reasonably request. (vii) [Intentionally Omitted.] (viii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) This Agreement; (ii) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).Purchaser; (iii) A certificate favorable opinion of Xxxxx X. Xxxxxxxx, General Counsel of the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit E-1 (in the case of the Series F Notes and Series G Notes) or E-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion; (iv) a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closingaccurate and complete copy of the Articles of Incorporation of the Company, certified by the Secretary or an Assistant Secretary of State of Minnesota as of a date not more than ten Business Days from the Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and one other officer complete copy of the Company may certify that there has Company’s Bylaws which were duly adopted and are presently in effect and have been no change in effect immediately prior to and at all times since the officers adoption of the Company authorized resolutions referred to sign in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company’s Board of Directors (authorizing the issuance and sale of the Notes and other documents to be delivered therewith since the date on which execution, delivery and performance of this Agreement) duly adopted by written action or at a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies meeting of the Certificate Company’s Board of Incorporation Directors, and By-laws of the Company then in effect such resolutions have not been rescinded, amended or modified and (provided, E) that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, attached as an alternative to the further delivery thereof). (v) A short-form Exhibit D thereto is a good standing certificate for the Company from the Secretary of State of Minnesota; (v) an Officer’s Certificate certifying that (A) the jurisdiction of organization representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day, except to the extent of changes caused by the transactions herein contemplated; and (B) on the date of closing no Event of Default or Default exists; (vi) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company dated or any Subsidiary (under its present name and previous names used in the last seven years) as of a recent date prior to such Closing debtor and such other evidence which are filed in the office of the status Secretary of State of Minnesota together with copies of such financing statements; and Table of Contents (vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Company transactions contemplated hereby as may be reasonably requested by such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser The Administrative Agents shall have received on or prior to the Closing Date each of the following, each dated as of the Closing Date unless otherwise agreed by the Administrative Agents, in form and substance reasonably satisfactory to the Administrative Agents: (i) The Note(s) this Agreement duly executed by the Borrower and, for the account of each Lender having requested the same by notice to the Applicable Administrative Agent and the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be purchased agreed by such Purchaser at such Closing.the Borrower), Notes in each applicable Facility conforming to the requirements set forth in Section 2.14(e); (ii) Certified the Guaranty and Security Agreement, duly executed by each Loan Party, together with (A) copies of the resolutions of the Board of Directors (or similar governing bodyUCC, or an authorized committee thereof) of the Company authorizing the execution Intellectual Property and delivery of this Agreement and the issuance of the Notes, other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents evidencing (other necessary corporate action and governmental approvals, if any, than with respect to this Permitted Liens) with respect to the priority of the security interest of the Collateral Agent in the Collateral, in each case as may be reasonably requested by either Administrative Agent, (B) except to the extent otherwise expressly provided under Section 7.13 or as may be agreed to by the Administrative Agents, all documents representing all Securities, chattel paper and instruments being pledged pursuant to such Guaranty and Security Agreement and the Notes related undated powers or endorsements duly executed in blank, and (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative C) except to the further delivery thereof).extent otherwise expressly provided under Section 7.13, all Control Agreements that, in the reasonable judgment of the Administrative Agents, are required for the Loan Parties to comply with the Loan Documents as of the Closing Date, each duly executed by the parties thereto; (iii) A certificate a pledge agreement in respect of 66% of the Secretary issued Stock in Swissco, governed by Swiss law, duly executed by Alere International Holding Corp. (as amended, modified, restated and/or supplemented from time to time, the “Swiss Pledge Agreement”), together with all share certificates and undated powers or an Assistant Secretary and one other officer endorsements duly executed in blank in relation to 66% of the Company certifying issued Stock of Swissco, and Alere International Holding Corp. and Swissco shall have taken such actions as may be necessary or advisable under local law (as advised by local counsel) to create, effect, perfect, preserve, maintain and protect the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents security interests granted (or purported to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).granted) thereby; (iv) Certified copies (A) from (1) Xxxxx Xxxx LLP, special counsel to the Loan Parties in Delaware and New York, (2) Xxxxxxx Coie LLP, special counsel to the Loan Parties in California, (3) Xxxxxxxx Xxxxxxx LLP, special counsel to the Loan Parties in Virginia, (4) Xxxxx Xxxxxx LLP, special counsel to the Loan Parties in Florida and Louisiana and (5) Xxxxx & Xxxxxxx, A Professional Corporation, special counsel to the Loan Parties in Oklahoma, in each case, duly executed favorable legal opinions satisfactory to the Administrative Agent, each addressed to the Administrative Agents, the Collateral Agent, the L/C Issuers and the Lenders (and their respective successors and assigns) and addressing such matters as either Administrative Agent may reasonably request, and (B) from Xxxxxxxxxxxx Xxxxxxx, Swiss counsel to the Administrative Agents, a duly executed favorable legal opinion with respect to the validity and enforceability of the Certificate of Incorporation and By-laws of Swiss Pledge Agreement, addressed to the Company then in effect (provided, that for any ClosingAdministrative Agents, the Company may certify that there has been no change to any applicable constitutive document since Collateral Agent, the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to L/C Issuer and the further delivery thereofLenders (and their respective successors and assigns).; (v) A short-form good standing certificate for the Company from the Secretary a copy of State each Constituent Document of the jurisdiction of organization of the Company dated each Loan Party that is on file with any Governmental Authority in any jurisdiction, certified as of a recent date prior by such Governmental Authority, together with, if applicable, certificates attesting to the good standing of such Loan Party in such jurisdiction; (vi) a certificate of the secretary, assistant 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 authorized to execute and deliver any Loan Document and who will execute any such Loan Document, (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) except to the extent otherwise expressly provided under Section 7.13, 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; (vii) a certificate of a Responsible Officer of the Borrower to the effect that (x) each condition set forth in Section 3.2(b) has been satisfied and (y) the Corporate Chart attached thereto is current and complete in all material respects as of the Closing Date; (viii) a certificate of a Responsible Officer of the Borrower, dated the Closing Date, to the effect that the Borrower and its Subsidiaries taken as a group on a consolidated basis are Solvent after giving effect to the initial Loans and Letters of Credit, the consummation of the Transactions, the application of the proceeds thereof in accordance with Section 7.9 and the payment of all estimated legal, accounting and other fees and expenses related hereto and thereto; (ix) insurance certificates in form and substance satisfactory to the Administrative Agents demonstrating that the insurance policies required by Section 7.5 are in full force and effect and have all endorsements required by such Section 7.5; (x) copies of the financial statements and projections referred to in Section 4.4; and (xi) such other evidence of the status of the Company documents and information as such Purchaser either Administrative Agent may reasonably request.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such Purchaser at such Closing.Purchaser; (ii) Certified copies A favorable opinion of XxXxxxx, North, Xxxxxx & Xxxxx, special counsel to the resolutions of the Board of Directors Company (or similar governing body, or an authorized committee thereof) of such other counsel designated by the Company authorizing and acceptable to the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered Purchaser(s)) satisfactory to such Purchaser under this Section 4.12 and substantially in the form of EXHIBIT D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an alternative opinion will and is hereby authorized to the further delivery thereof).rely on such opinion; (iii) A certificate of a Secretary's Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (A) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and Agreement, the Notes and the other documents to be delivered hereunder in connection with this Agreement, (providedB) that attached as Exhibit A thereto is a true, that for any Closing, the Secretary or an Assistant Secretary accurate and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies complete copy of the Certificate of Incorporation and By-laws of the Company then Company, certified by the Secretary of State of Delaware as of a date not more than ten Business Days from the Closing Day, (C) that attached as Exhibit B thereto is a true, accurate and complete copy of the Company's Bylaws which were duly adopted and are presently in effect (provided, that for any Closing, the Company may certify that there has and have been no change in effect immediately prior to any applicable constitutive document and at all times since the date on which it was most recently delivered adoption of the resolutions referred to in clause (D) below, (D) that attached as Exhibit C thereto is a true, accurate and complete copy of the resolutions of the Company's Board of Directors (authorizing the issuance and sale of the Notes and the execution, delivery and performance of this Agreement) duly adopted by written action or at a meeting of the Company's Board of Directors, and such Purchaser under this Section 4.12resolutions have not been rescinded, amended or modified and (E) that attached as an alternative to the further delivery thereof). (v) A short-form Exhibit D thereto is a good standing certificate for the Company from the Secretary of State of Delaware; (iv) an Officer's Certificate pursuant to paragraph 3C hereof; (v) with respect to the jurisdiction first Closing Day only, certified copies of organization Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company or any Subsidiary (under its present name and previous names used in the last seven years) as debtor and which are filed in the office of the Company dated as Secretary of State of Delaware together with copies of such financing statements; (vi) with respect to the first Closing Day only, a recent date prior duly completed response to such Closing and such other evidence the Year 2000 Due Diligence Questionnaire supplied by the Securities Valuation Office of the status National Association of Insurance Commissioners; and (vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Company transactions contemplated hereby as may be reasonably requested by such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Each Purchaser that is purchasing Notes on such Closing Day shall have received the following:, each dated the applicable Closing Day (except as provided in clause (h)): (ia) The the Note(s) to be purchased by such Purchaser at such Closing.Purchaser; (iib) Certified certified copies of the resolutions of the Board board of Directors directors (or similar governing body, or an authorized committee thereofauthority) of each of the Company Credit Parties authorizing the execution and delivery of this Agreement and the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company); provided, however, that for with respect to any ClosingClosing Day, if none of the Company may certify matters certified to in the certificate delivered by any Credit Party under clause (b) of Section 4B(4) of the Prior Agreement or under this clause (b) on the most recent prior Closing Day or Closing Day (as defined in the Prior Agreement) have changed and such resolutions authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day (or the guarantee thereof, as applicable), then such Credit Party may, in lieu of the certificate described above, deliver a certificate of its Secretary or an Assistant Secretary, certifying that there has have been no change changes to any applicable authorization the matters certified to in the certificate delivered by such Credit Party on the most recent prior Closing Day (as defined in the Prior Agreement) under clause (b) of Section 4B(4) of the Prior Agreement or approval since on the date on which it was most recently delivered to such Purchaser recent prior Closing Day under this Section 4.12 as an alternative to the further delivery thereofclause (b).; (iiic) A a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Company Credit Parties certifying the names and true signatures of the officers of the Company such Credit Party authorized to sign this Agreement and the Notes and Transaction Documents to which such Person is a party and, in the other documents case of the Company, the Notes, to be delivered hereunder hereunder; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of d) the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently shall have delivered to such Purchaser under this an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in Section 4.12, as an alternative to the further delivery thereof).4B(1) have been satisfied; (ive) Certified certified copies of the Certificate certificate of Incorporation incorporation or articles of incorporation (or similar constitutive documents), as applicable, and Byby-laws laws, operating agreement or partnership agreement, as applicable, of each of the Company then in effect Credit Parties; (providedf) an opinion of Sheppard, that Mullin, Xxxxxxx & Xxxxxxx LLP, special counsel for any Closingthe Credit Parties, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered reasonably satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit D attached hereto, and as to such other matters as such Purchaser may reasonably request. Each Credit Party hereby directs such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion; (g) a favorable opinion of Xxxxxx Price P.C., special counsel for PIM and the Purchasers, as an alternative to such matters incident to the further delivery thereof).matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests; (vh) A short-form a good standing or similar certificate for each Credit Party (or its general partner, in the Company case of a partnership) from the Secretary appropriate Governmental Authority of State of the its jurisdiction of organization of the Company organization, dated as of a recent date prior to such Closing date, and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request; and (i) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (i) The Accepted Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of each other Obligor approving this Agreement and the issuance of the Notesother Loan Documents to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that Accepted Notes; or for any ClosingClosing Day other than the first Closing Day, a certificate of the Secretary or an Assistant Secretary of the Company may certify or such other Obligor stating that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)resolutions remain in effect. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company and each other Obligor certifying the names and true signatures of the officers of the Company authorized to sign this Agreement Agreement, the Accepted Notes, the other Loan Documents to which it is a party and the Notes and the any other documents to be delivered hereunder (provided, that to which it is a party; or for any ClosingClosing Day other than the first Closing Day, a certificate of the Secretary or an Assistant Secretary and one other officer of the Company may certify or such other Obligor stating that there has been no change to the officers of the Company authorized to sign Notes and other documents information in such certificate continues to be delivered therewith since the date on which a certificate setting forth the names true and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)correct. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, and each other Obligor; or a certificate of the Secretary or an Assistant Secretary of the Company may certify or such other Obligor stating that there has been no change the Certificate of Incorporation and By-laws of the Company or such other Obligor have not changed since last delivered pursuant to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)Agreement. (v) Favorable opinions of the following counsel satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto --------- and as to such other matters as such Purchaser may reasonably request: (a) Holme Xxxxxxx & Xxxx LLP, special counsel for the Company - Exhibit D-1; ----------- Xxxxxxxx Xxxxxx Xxxxxxx and Xxxxxxxx, general counsel for Bear Paw Energy Inc. - Exhibit D-2; and Xxx X. Xxxx, general counsel of the Guarantors - ----------- Exhibit D-3. The Company hereby directs each such counsel to deliver such ----------- opinion, agrees that the issuance and sale of any Accepted Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A short-form good standing certificate for the Company and the other Obligors from the Secretary of State of the jurisdiction of organization of the Company Delaware and Colorado dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser you may reasonably request. (viii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser The Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Loans, at least one Business Day prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent in its reasonable discretion, in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein; (ii) the Pledge Agreement, in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) duly executed and delivered by the Borrower, each First-Tier Subsidiary (other than Northern New England Telephone Operations LLC), and each Parent Company that is a Subsidiary on the Closing Date, together with each of the following: (iA) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies all of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvalsCollateral, if any, referred to therein and then owned by such Persons, (x) endorsed in blank in the case of promissory notes constituting Collateral and (y) together with executed and undated transfer powers in the case of certificated equity interests constituting Collateral; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement, if perfection of the Collateral Agent’s security interest in such collateral may not be accomplished on or before the Closing Date after the Borrower and each of its Subsidiaries have used commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder; and shall be subject in each case to clause (iv) of this Section 4.01(a); (B) the Financing Statements (Form UCC-1 or the equivalent) listed on Annex F to the Pledge Agreement, fully executed (where required) for filing under the UCC or other appropriate filing offices set forth in such schedule; (C) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date, listing all effective financing statements that name any Pledge Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (B) above, together with copies of such other financing statements that name any Pledge Party or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); and (D) subject to clause (iv) below, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to create, maintain, effect, perfect, preserve, and protect the security interests purported to be created by the Pledge Agreement have been taken; and the Notes Pledge Agreement shall be in full force and effect (subject to clause (iv) below); provided, that for in no event shall any Closinggrant of a security interest by Spinco or any of its Subsidiaries, the Company may certify that there has been no change to or any applicable authorization document executed by Spinco or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative any of its Subsidiaries with respect to the further delivery thereofgrant or perfection of a security interest in connection therewith, become effective prior to the consummation of the distribution of all shares of Spinco common stock to a third party distribution agent to be held for the benefit of the shareholders of Verizon Communications Inc., as described in the Rule 424(b) Prospectus filed with the SEC in connection with the Merger (the “Spin”).; (iii) A certificate the Subsidiary Guaranty, in the form of Exhibit F hereto (as modified, amended, restated and/or supplemented from time to time in accordance with the terms hereof and thereof, the “Subsidiary Guaranty”) duly authorized and executed by each First-Tier Subsidiary of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).Borrower; and (iv) Certified copies clause (a)(ii) of this Section 4.01 notwithstanding, to the Certificate extent any Collateral is not provided on the Closing Date after the Borrower and each of Incorporation and By-laws of the Company then in effect its Subsidiaries have used commercially reasonable efforts to do so (it being understood that UCC financing statements shall have been provided, that for any Closing), the Company may certify that there has provisions of clause (a)(ii) shall be deemed to have been no change satisfied and the Credit Parties shall be required to any applicable constitutive document since provide such Collateral in accordance with the date on which it was most recently delivered to such Purchaser under this provisions set forth in Section 4.12, as an alternative to the further delivery thereof)6.18. (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.

Certain Documents. Such Purchaser Prudential shall have received the following, each duly executed and in form, scope and substance satisfactory to Prudential: (i) The Note(s) to be purchased by such Purchaser at such Closing.a counterpart of this Guaranty Agreement; (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A a certificate of the Secretary or an Assistant Secretary and one other officer of each TEPPCO Guarantor (or, with respect to any Guarantor that is a limited partnership, of its general partner and with respect to any Guarantor that is a member-managed limited liability company, of its managing member), (A) attaching resolutions evidencing approval of the Company transactions contemplated by this Guaranty Agreement and any other documents to be executed and delivered in connection herewith or therewith and the execution, delivery and performance thereof, authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (B) attaching copies of the names constitutive documents of each TEPPCO Guarantor (or, with respect to any Guarantor that is a limited partnership, of its general partner and with respect to any Guarantor that is a member-managed limited liability company, of its managing member), as applicable, or, in the case of TEPPCO, certifying that there have been no changes to such constitutive documents since May 21, 2007, (C) certifying as to the names, titles and true signatures of the officers or other authorized persons of the Company each TEPPCO Guarantor (or, with respect to any Guarantor that is a limited partnership, of its general partner and with respect to any Guarantor that is a member-managed limited liability company, of its managing member), as applicable, authorized to sign sign, on behalf of such Guarantor, this Guaranty Agreement and the Notes and the any other documents to be executed and delivered hereunder in connection herewith or therewith, (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (ivD) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form attaching good standing certificate for the Company certificates from the Secretary of State of the jurisdiction of organization of each Guarantor (and, with respect to any Guarantor that is a limited partnership, its general partner and with respect to any Guarantor that is a member-managed limited liability company, of its managing member), and (E) certifying that no dissolution or liquidation proceedings as to any Guarantor (and, with respect to any Guarantor that is a limited partnership, its general partner and with respect to any Guarantor that is a member-managed limited liability company, of its managing member), have been commenced or are contemplated; (iii) a favorable opinion of special New York counsel to the Company dated as TEPPCO Guarantors and favorable opinions of counsel to each of the TEPPCO Guarantors and, with respect to any TEPPCO Guarantor that is a recent date prior limited partnership, of its general partner and with respect to any Guarantor that is a member-managed limited liability company, of its managing member (each such counsel to be reasonably acceptable to such Closing Purchaser), in each case in form, scope and substance reasonably satisfactory to Prudential, and as to such other evidence matters as Prudential may reasonably require; (iv) any additional documents or certificates as may be reasonably requested by Prudential; and (v) evidence, in form and substance satisfactory to Prudential, that the conversion of TE Products Pipeline Company, Limited Partnership, a Delaware limited partnership into TEPPCO satisfied all of the status conditions set forth in Section 10 (b) of the Company as Original Sponsor Guaranty, such Purchaser may reasonably requestevidence to include, without limitation, an officer’s certificate stating that such conversion and the assumption agreement required by Section 10(b) (ii) of the Original Sponsor Guaranty comply with the provisions of Section 10(b) of the Original Sponsor Guaranty and that such officer has confirmed such compliance with legal counsel not unsatisfactory to the Majority Holder(s).

Certain Documents. Such Purchaser The Initial Lenders and the Administrative Agent shall have received on or prior to the Closing Date each of the following: , each dated the Closing Date unless otherwise agreed by the Initial Lenders, and in form and substance reasonably satisfactory to the Initial Lenders or (solely with respect to the Agency Fee Letter) the Administrative Agent: (i) The Note(s) this Agreement duly executed by the Borrower and, for the account of each Lender having requested the same, by notice to the Borrower received by each at least 3 Business Days prior to the Closing Date (or such later date as may be purchased agreed by such Purchaser at such Closing. the Borrower), Notes conforming to the requirements set forth in Section 2.10(e); (ii) Certified the Security Agreement, duly executed by the Borrower and the Parent Guarantors, together with (A) copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution UCC and delivery of this Agreement and the issuance of the Notes, other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the priority of the security interest of the Administrative Agent in the Collateral, in each case as may be reasonably requested by the Initial Lenders, (B) all documents representing all Securities being pledged pursuant to such Security Agreement and the Notes related undated powers or endorsements duly executed in blank, and (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). C) a properly completed Perfection Certificate; (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of Guaranty Agreement, duly executed by the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). Guarantors; (iv) Certified copies of the Certificate of Incorporation Agency Fee Letter, duly executed by the Borrower, which shall be in form and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative substance reasonably satisfactory to the further delivery thereof). Administrative Agent; and (v) A short-form good standing certificate for a funds flow memorandum in connection with the Company from transfer of funds to any party on the Secretary of State Closing Date in connection with the closing of the jurisdiction of organization of Transactions, which shall be in form and substance reasonably satisfactory to the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.Initial Lenders; (b)

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof).. Graybar Electric Company, Inc. (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to such Purchaser dated the date of the applicable Closing Day unless otherwise indicated, and, on the applicable Closing Day, in full force and effect with no event having occurred and being then continuing that would constitute a default thereunder or constitute or provide the basis for the termination thereof: (i) The Note(s) to be purchased by such Purchaser at on such Closing.Closing Day in substantially the form of Exhibit A; (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate of a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying certifying, among other things, (a) as to the names names, titles and true signatures of the officers of the Company authorized to sign this Agreement and the Notes being delivered on such Closing Day and the other documents to be delivered hereunder in connection with this Agreement and the other Transaction Documents to which the Company is a party, (providedb) that attached thereto is a true, that for any Closing, accurate and complete copy of the Secretary certificate of incorporation or an Assistant Secretary and one other officer formation documents of the Company may certify that there has been no change to certified by the officers Secretary of State of the state of organization of the Company authorized as of a recent date, (c) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational documents of the Company which were duly adopted and are in effect as of such Closing Day and have been in effect immediately prior to sign and at all times since the adoption of the resolutions referred to in clause (d), below, (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this Agreement, the Notes or other Transaction Documents to which the Company is a party, being delivered on such Closing Day and the other documents to be delivered therewith since in connection with this Agreement and such other Transaction Documents to which the date on which Company is a certificate setting forth party, and that such resolutions have not been amended, modified, revoked or rescinded, and are in full force and effect and are the names and true signatures only resolutions of the shareholders, partners or members of the Company or of such officersboard of directors or other managing body or any committee thereof relating to the subject matter thereof, as described above(e) this Agreement, was most recently the Notes and the other Transaction Documents being delivered on such Closing Day and the other documents to be delivered in connection with this Agreement and the other Transaction Documents executed and delivered to such Purchaser by the Company are in the form approved by its board of directors or other managing body in the resolutions referred to in clause (d), above and (f) that no dissolution or liquidation proceedings as to the Company or any Subsidiary have been commenced or are contemplated; provided, however, that with respect to any Closing Day subsequent to the initial Closing Day, if none of the matters certified to in the certificate delivered by the Company under this Section 4.12clause (ii) on any prior Closing Day have changed and the resolutions referred to in sub-clause (d) of this clause (ii) authorize the execution and delivery of the Notes being delivered on such subsequent Closing Day, as an alternative then the Company may, in lieu of the certificate described above, deliver a Secretary’s Certificate signed by its Secretary or Assistant Secretary certifying that there have been no changes to the further delivery thereofmatters certified to in the certificate delivered by the Company delivered on such prior Closing Day under this clause (ii).; (iviii) Certified copies a certificate of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form corporate good standing certificate for the Company from the Secretary of State of the jurisdiction Delaware and of organization of each state in which the Company is required to be qualified to transact business as a foreign organization, in each case dated as of a recent date prior except to such Closing and the extent that failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) such other evidence of the status of the Company certificates, documents and agreements as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following:, each dated the Closing Day (except with respect to the certified copies referred to in paragraph 3A(v) below, which shall be dated as of a date as close as practicable to such Closing Date): (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified copies Favorable opinion of the resolutions of the Board of Directors (or similar governing bodyXxxx & Xxxxxxx, or an authorized committee thereof) of counsel to the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered satisfactory to such Purchaser under this Section 4.12 and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an alternative opinion will and is hereby authorized to the further delivery thereof)rely on such opinion. (iii) An Officer's Certificate, substantially in the form of Exhibit E to this Agreement, signed by the President or a Vice President and the Treasurer or an Assistant Treasurer of the Company, certifying that the conditions specified in paragraph 3C of this Agreement have been fulfilled, and certifying to the other matters set forth therein. (iv) A certificate of signed by the Secretary or an Assistant Secretary and one other officer of the Company certifying Company, substantially in the names and true signatures form of the officers of the Company authorized Exhibit F to sign this Agreement and the Notes and the other documents to be delivered hereunder (providedAgreement, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change with respect to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)matters therein set forth. (v) A short-form good standing certificate Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Company from or any Subsidiary (under its present name and previous names) as debtor, together with copies of such financing statements. (vi) A copy of Schedule 8O setting forth the Secretary of State of the jurisdiction of organization Debt for borrowed money of the Company dated updated to reflect all such Debt outstanding as of a recent date prior to the close of business on such Closing and Day. (vii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such other evidence of the status of the Company as such Purchaser may reasonably requestPurchaser.

Certain Documents. Such Purchaser The Merger Sub and KIT shall have received the followingfollowing documents: (ia) The Note(san Escrow Agreement (the “Escrow Agreement”) to be purchased in substantially the form of Exhibit 5.3(a) duly executed by such Purchaser at such Closing.the Stockholder Representative and Escrow Agent; (iib) Certified copies a Stockholders Agreement (the “Stockholders Agreement”) in substantially the form of Exhibit 5.3(b) duly executed by each of Kaleil Xxxxx Xxxxxx, each Participating Stockholder and KIT; (c) the Restated Certificate, certified by the Secretary of State of Delaware; (d) a certificate, dated within ten (10) days of the resolutions of Closing Date, as to the Board of Directors (or similar governing body, or an authorized committee thereof) good standing of the Company and payment of all applicable state Taxes thereby, executed by the appropriate officials of the State of Delaware and of each other state in which the Company is qualified as a foreign corporation; (e) except as waived by Merger Sub or KIT, executed originals or copies acceptable to Merger Sub and KIT, acting reasonably, of all consents, waivers, approvals and authorizations required by law, statute, rule, regulation, contract or agreement to be obtained by the Company in connection with the consummation of the transactions contemplated, except as otherwise reflected on Schedule 5.1; (f) a copy of the written consents of the board of directors of the Company, authorizing the execution and delivery of this Agreement and the issuance each of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect Related Agreements to this Agreement which the Company is a party and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A certificate performance of the Secretary or an Assistant Secretary transactions contemplated hereby and one other officer thereby, certified by the secretary of the Company certifying as the names case may be; (g) approvals from the Company’s stockholders as required by the Company’s certificate of incorporation, bylaws and true signatures other governing documents (“Charter Documents”) and the DGCL, either at a meeting of the Company’s stockholders or pursuant to a written stockholder consent, all in accordance with the DGCL and the Charter Documents; (h) a certificate as to the incumbency and signature of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary executed by an officer or an Assistant Secretary and one other officer director of the Company may certify that there has been no change to and by the officers secretary of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which Company; (i) a certificate pay off letter from BlueCrest Capital Finance, L.P setting forth the names amount to pay it in full release of all obligations thereto in form and true signatures of such officerssubstance approved by KIT and Merger Sub, as described above, was most recently delivered acting reasonably; (j) all other documents specifically required to such Purchaser be produced at the Closing under this Section 4.12, Agreement or as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date reasonably requested by KIT or Merger Sub prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably requestClosing.

Certain Documents. Such Purchaser shall have received the following: (i) The Note(s) to be purchased by such Purchaser at such Closing. (ii) Certified copies of the Certificate of Formation and the Limited Liability Company Agreement of the Company as of the date of such Closing, or a certificate of the Secretary or an Assistant Secretary of the Company certifying that there have been no changes to the Certificate of Incorporation and By-laws of the Company since the same were previously delivered pursuant to this Agreement. (iii) A good standing certificate for the Company from the Secretary of State of Delaware dated of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (iv) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 4.9 as an alternative to the further delivery thereof). (iiiv) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.124.9, as an alternative to the further delivery thereof). (iv) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request.

Certain Documents. Such Purchaser shall have received the following:, each dated the date of the applicable Closing Day (if so indicated below, such condition need be satisfied only on the Initial Closing Day): (i) The Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (ii) Certified On the Initial Closing Day, certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (providedNotes. On each Closing Day after the Initial Closing Day, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to shall receive certification that the further delivery thereof)foregoing resolutions remain in full force and effect. (iii) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (iv) Certified On the Initial Closing Day, certified copies of the Certificate of Incorporation and By-laws of the Company Company. On each Closing Day after the Initial Closing Day, such Purchaser shall receive either (a) certification that the foregoing Certificate of Incorporation and By-laws have not been amended or otherwise modified and that such instruments remain in full force and effect or (b) if such instruments have been amended or otherwise modified subsequent to the Initial Closing Date, certified copies of the Certificate of Incorporation and By-laws as then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)effect. (v) A favorable opinion of Xxxx Xxxx & Xxxxx, special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit D attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion. (vi) A long-form good standing certificate (a short-form good standing certificate shall be deemed sufficient for purposes of this paragraph 3A(vi) on each Closing Day after the Initial Closing Day) for the Company from the Secretary of State of the jurisdiction of organization of the Company Delaware dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (vii) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser The holders of Notes shall have received the following, each in form, scope and substance satisfactory to the holders and duly executed and delivered by all parties thereto: (i) The Note(s) to be purchased by such Purchaser at such Closing.a counterpart of this Amendment; (ii) Certified copies a counterpart of Amendment No. 1 to Guaranty Agreement, dated as of the resolutions of date hereof, between the Board of Directors (or similar governing body, or an authorized committee thereof) of the Services Company authorizing the execution and delivery of this Agreement and the issuance holders of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof"GUARANTY AMENDMENT").; (iii) A a certificate of the Secretary or an Assistant Secretary and one other officer of the Company ESOP Trustee, (A) attaching resolutions evidencing approval of the transactions contemplated by this Amendment and any other documents to be executed and delivered by the ESOP Trust in connection herewith or therewith and the execution, delivery and performance thereof, authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (B) certifying as to the names names, titles and true signatures of the officers of the Company ESOP Trustee authorized to sign sign, on behalf of the ESOP Trust on the date hereof, this Agreement Amendment and the Notes and the any other documents to be executed and delivered hereunder by the ESOP Trust in connection herewith or therewith, and (providedC) attaching any amendments or modifications to the Articles of Association of the ESOP Trustee since May 4, 2004, or certifying that for any Closing, no such amendments or modifications have been effected; (iv) a certificate of the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers Services Company, (A) attaching resolutions evidencing approval of the Company authorized to sign Notes transactions contemplated by the Guaranty Amendment and any other documents to be executed and delivered by the Services Company in connection herewith or therewith and the execution, delivery and performance thereof, authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (B) certifying as to the date on which a certificate setting forth the names names, titles and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (iv) Certified copies officers or other authorized persons of the Certificate of Incorporation and By-laws Services Company authorized to sign, on behalf of the Services Company then in effect (provided, that for any Closingon the date hereof, the Guaranty Amendment and any other documents to be executed and delivered by the Services Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12in connection herewith or therewith, as an alternative to the further delivery thereof). (vC) A short-form good standing certificate for the Company from attaching a copy (certified by the Secretary of State of the jurisdiction Commonwealth of organization Pennsylvania within 10 Business Days of the Amendment Effective Date) of the Index and Docket Record of the Services Company, (D) certifying that no dissolution or liquidation proceedings as to the Services Company dated have been commenced or are contemplated, and (E) attaching any amendments or modifications to the Articles of Incorporation or Bylaws of the Services Company since May 4, 2004, or certifying that no such amendments or modifications have been effected; (v) favorable opinions of counsel to (A) the ESOP Trustee, (B) the Services Company and (C) the Master Partnership and each of the Operating Companies parties to the Services Agreement, each as of a recent date prior to such Closing matters relating to the transactions contemplated by this Amendment, the Guaranty Amendment and such other evidence the Restructuring as the holders of the status of the Company as such Purchaser Notes may reasonably request; (vi) An Officer's Certificate of the ESOP Trustee, certifying that, after giving effect to this Amendment and the transactions contemplated hereby, (A) the representations and warranties of the ESOP and the ESOP Trustee contained in this Amendment, the Agreement and the other Note Documents are true on and as of the date hereof, (B) there exists on the date hereof no Event of Default or Default, either before or immediately after giving effect to this Amendment and the transactions contemplated hereby (including, without limitation, the Restructuring), and (C) on the date hereof there exists or has occurred no condition, event or act which could reasonably be expected to have a Material Adverse Effect; (vii) An Officer's Certificate of the Services Company, certifying that, after giving effect to this Amendment, the Guaranty Amendment and the transactions contemplated hereby and thereby, (A) the representations and warranties of the Services Company contained in the Guaranty Amendment, the Guaranty Agreement and the other Note Documents are true on and as of the date hereof, (B) there exists on the date hereof no Event of Default or Default (each as defined in the Guaranty Agreement), either before or immediately after giving effect to the Guaranty Amendment and the transactions contemplated thereby (including, without limitation, the Restructuring), and (C) on the date hereof there exists or has occurred no condition, event or act which could reasonably be expected to have a Material Adverse Effect (as defined in the Guaranty Agreement); (viii) a certificate of an officer of the Manager attaching copies of all instruments, agreements or other documents to be entered into by the Services Company, the ESOP Trust, MainLine, the Manager, the Master Partnership or any of the Operating Companies in connection with, or otherwise relating to, the Restructuring (collectively, the "RESTRUCTURING DOCUMENTS"), the terms and conditions of each of which shall be in full force and effect and shall not have been amended, modified or waived except with the prior written consent of each holder of Notes; and (ix) such additional documents or certificates as may be reasonably requested by any holder of Notes.

Certain Documents. Such Purchaser Prudential shall have received the following, each duly executed and in form, scope and substance satisfactory to Prudential: (i) The Note(s) to be purchased by such Purchaser at such Closing.a counterpart of this Amendment; (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof). (iii) A a certificate of the Secretary or an Assistant Secretary and one other officer of each of TEPPCO (or of its general partner) and Marathon, (A) attaching resolutions evidencing approval of the Company transactions contemplated by this Amendment and any other documents to be executed and delivered in connection herewith or therewith and the execution, delivery and performance thereof, authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, (B) attaching copies of the names constitutive documents of TEPPCO (and of its general partner) or Marathon, as applicable, or, in the case of TEPPCO, certifying that there have been no changes to such constitutive documents since May 4, 2001, (C) certifying as to the names, titles and true signatures of the officers or other authorized persons of the Company TEPPCO (or of its general partner) or Marathon, as applicable, authorized to sign sign, on behalf of TEPPCO or Marathon, as applicable, this Agreement Amendment and the Notes and the any other documents to be executed and delivered hereunder in connection herewith or therewith, (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (ivD) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof). (v) A short-form attaching good standing certificate for the Company certificates from the Secretary of State of the jurisdiction of organization of the Company dated TEPPCO (and of its general partner) or Marathon, as applicable, and (E) certifying that no dissolution or liquidation proceedings as to TEPPCO (and its general partner) or Marathon, as applicable, have been commenced or are contemplated; (iii) a favorable opinion of Mxxxxxx X. Xxxxxx, General Attorney at MAP and New York counsel for Marathon, a recent date prior favorable opinion of special New York counsel to TEPPCO and favorable opinions of counsel to each of TEPPCO (and its general partner) and Marathon (each such counsel to be reasonably acceptable to such Closing Purchaser), in each case in form, scope and substance reasonably satisfactory to Prudential, and as to such other evidence of the status of the Company matters as such Purchaser Prudential may reasonably requestrequire; and (iv) any additional documents or certificates as may be reasonably requested by Prudential.

Certain Documents. Such Each Purchaser that is purchasing Notes on such Closing Day shall have received the following:, each dated the applicable Closing Day (except as provided in clause (h)): (ia) The the Note(s) to be purchased by such Purchaser at such Closing.Purchaser; (iib) Certified certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of each of the Company Credit Parties authorizing the execution and delivery of this Agreement and the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement the Transaction Documents to which such Credit Party is a party and the Notes (provided, that for any Closing, in the Company may certify that there has been no change to any applicable authorization or approval since case of the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereofCompany).; (iiic) A a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Company Credit Parties certifying the names and true signatures of the officers of the Company such Credit Party authorized to sign this Agreement and the Notes and Transaction Documents to which such Person is a party and, in the other documents case of the Company, the Notes, to be delivered hereunder hereunder; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of d) the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently shall have delivered to such Purchaser under this an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in Section 4.12, as an alternative to the further delivery thereof).4B(1) have been satisfied; (ive) Certified certified copies of the Certificate certificate of Incorporation incorporation or articles of incorporation (or similar constitutive documents), as applicable, and Byby-laws laws, operating agreement or partnership agreement, as applicable, of each of the Company then in effect Credit Parties; (providedf) an opinion of Xxxxxxxx & Xxxxxxxx, that LLP, special counsel for any Closingthe Credit Parties, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit D-1 (in the case of the Series A Notes) or Exhibit D-2 (in the case of any Shelf Notes) attached hereto, and as to such other matters as such Purchaser may reasonably request. Each Credit Party hereby directs such counsel to deliver such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will be and is hereby authorized to rely on such opinion; (g) a favorable opinion of Xxxxxxx XxXxxxxxx LLP, special counsel for PIM and the Purchasers, as an alternative to such matters incident to the further delivery thereof).matters herein contemplated related to the applicable Series of Notes as such Purchaser reasonably requests; (vh) A short-form a good standing or similar certificate for each Credit Party (or its general partner, in the Company case of a partnership) from the Secretary appropriate Governmental Authority of State of the its jurisdiction of organization of the Company organization, dated as of a recent date prior to such Closing date, and such other evidence of the status of the Company such Persons as such Purchaser may reasonably request; and (i) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following, each dated the date of the applicable Closing Day: (ia) The Accepted Note(s) to be purchased by such Purchaser at such ClosingPurchaser. (iib) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Accepted Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof)Accepted Notes. (iiic) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Accepted Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.12, as an alternative to the further delivery thereof)hereunder. (ivd) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect Company. (providede) Favorable opinions of Anne X. Xxxxxxx, that for any ClosingXxsistant General Counsel of the Company, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit 4.4(e) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company hereby directs each such counsel to deliver such opinion, as agrees that the issuance and sale of any Accepted Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an alternative opinion will and is hereby authorized to the further delivery thereof)rely on such opinion. (vf) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction of organization of the Company DELAWARE dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (g) For any Closing Day occurring before January 1, 2000, a duly completed response to the Year 2000 Due Diligence Questionnaire supplied by the Securities Valuation Office of the National Association of Insurance Commissioners or copies of the Company's Year 2000 disclosure contained in the most recent Securities Act and/or Securities Exchange Act of 1934 filing together with a letter from the Company identifying them as such. (h) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Certain Documents. Such Purchaser shall have received the following: (ia) The Note(s) to be purchased by such Purchaser at such Closing. (iib) Certified copies of the resolutions of the Board of Directors (or similar governing body, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement and the issuance of the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 4.13 as an alternative to the further delivery thereof). (iiic) A certificate of the Secretary or an Assistant Secretary and one other officer of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer of the Roanoke Gas Company Private Shelf Agreement Company may certify that there has been no change to the officers of the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered to such Purchaser under this Section 4.124.13, as an alternative to the further delivery thereof). (ivd) Certified copies of the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered to such Purchaser under this Section 4.124.13, as an alternative to the further delivery thereof). (ve) A short-form good standing certificate for the Company from the Secretary of State of the jurisdiction Commonwealth of organization of the Company Virginia dated as of a recent date prior to such Closing and such other evidence of the status of the Company as such Purchaser may reasonably request. (f) The Parent Guarantor shall have reaffirmed all of its obligations under its Parent Guaranty, including with respect to the Note(s) to be purchased by such Purchaser at such Closing.

Certain Documents. Such Purchaser shall have received the following, each dated as of the Closing Date: (ia) The the Note(s) to be purchased by such Purchaser Purchaser; (b) the Multiparty Guaranty, dated as of the Closing Date, made by the Credit Parties (other than the Company) in favor of the holders from time to time of the Notes, in the form of Exhibit 4.2(b) (as amended, restated, supplemented or otherwise modified from time to time, the “Multiparty Guaranty”); (c) the security agreements, pledge agreements, deeds of trust, debentures, mortgages and other similar agreements or documents set forth in Schedule 4.2(c) from the Credit Parties and the MDA Pledgors (such agreements, together with all other instruments and documents related to any of the foregoing, and all other items of security given to the Collateral Agent or any of the Secured Parties at such Closing.any time and from time to time to secure the Secured Obligations, each as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Documents”); (d) the Intercreditor Agreement, dated as of the Closing Date, among each of the parties listed therein in the form of Exhibit 4.2(d) (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”); (e) a flow of funds memorandum, dated as of the Closing Date, from the Company, directing the wiring of proceeds of the Notes and the loans to be made under the 2012 Credit Agreement on the Closing Date (the “Flow of Funds Memorandum”); (f) an Officer’s Certificate from the Company, (i) certifying (A) that the conditions specified in Sections 4.5, 4.6 and 4.7 have been fulfilled, and (B) that all conditions precedent in the Purchase Agreement to the consummation of the Acquisition (other than payment of the cash consideration from the proceeds of the Notes and the concurrent advancing of funds on the Closing Date under the 2012 Credit Agreement) have been satisfied or waived in compliance with the requirements of this Agreement, and (ii) Certified attaching thereto true, correct and complete copies of the final, fully executed Purchase Agreement and each of the other principal “Transaction Documents” (as defined in the Purchase Agreement) that are executed and delivered prior to, or concurrently with, the consummation of the Acquisition; (g) certified copies of the resolutions of the Board applicable governing bodies of Directors (or similar governing bodyeach Credit Party and MDA Pledgor, or an authorized committee thereof) of the Company authorizing the execution and delivery of this Agreement the Transaction Documents to which such Person is a party and the issuance of the NotesNotes (in the case of the Company), and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement the Notes and the Notes (provided, that for any Closing, the Company may certify that there has been no change to any applicable authorization or approval since the date on which it was most recently delivered to such Purchaser under this Section 4.12 as an alternative to the further delivery thereof).other Transaction Documents; (iiih) A a certificate of the Secretary or an Assistant Secretary and one other officer of each of the Company Credit Parties and the MDA Pledgors, certifying the names and true signatures of the officers of the Company such Person authorized to sign this Agreement and the Notes Transaction Documents and the other documents to be delivered hereunder hereunder; (provided, that for any Closing, the Secretary or an Assistant Secretary and one other officer i) certified copies of the Company may certify that there has been no change to articles or certificate of incorporation (or similar charter document) and by-laws (or similar document) of each Credit Party and MDA Pledgor; (j) favorable opinions of (i) Farris, Vaughan, Xxxxx & Xxxxxx LLP, special Canadian counsel for the officers of Credit Parties and the Company authorized to sign Notes and other documents to be delivered therewith since the date on which a certificate setting forth the names and true signatures of such officers, as described above, was most recently delivered MDA Pledgors satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit 4.2(j)(i), as an alternative to and (ii) Xxxxxxx Coie LLP, special U.S. counsel for the further delivery thereof). (iv) Certified copies of Credit Parties and the Certificate of Incorporation and By-laws of the Company then in effect (provided, that for any Closing, the Company may certify that there has been no change to any applicable constitutive document since the date on which it was most recently delivered MDA Pledgors satisfactory to such Purchaser under this Section 4.12and substantially in the form of Exhibit 4.2(j)(ii); and (iii) Osler, Xxxxxx and Harcourt LLP, special Ontario counsel for certain Credit Parties satisfactory such Purchasers and substantially in the form of Exhibit 4.2(j)(iii) (the Company hereby directs each such applicable counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion); (k) a favorable opinion of Xxxxxxx XxXxxxxxx LLP, special counsel for the Purchasers, as an alternative to such matters incident to the further delivery thereof).matters herein contemplated as such Purchaser may reasonably request; (vl) A short-form a good standing or similar certificate (where applicable) for the Company each Credit Party and MDA Pledgor from the Secretary appropriate Governmental Authority of State of the its jurisdiction of organization of the Company organization, dated as of a recent date prior to such Closing date, and such other evidence of the status of the Company such Person as such Purchaser may reasonably request; (m) copies of public record searches, dated as of a recent date, listing all effective UCC financing statements or PPSA registrations, as the case may be, which name any of SS/L, the other Credit Parties and the MDA Pledgors (under its present name and, where applicable, under names used within the previous five (5) years) as debtor and which are filed in the applicable public offices of each jurisdiction in which any such Credit Party or MDA Pledgor, as the case may be, is organized or has its chief executive office or property located therein, together with copies of such UCC financing statements; (n) evidence that (i) the Company’s existing C$100 million credit facility shall have been cancelled prior to, or substantially concurrently with, the Closing, and (ii) SS/L’s existing credit facilities under the SS/L Credit Agreement and related loan documents shall have been cancelled and any guarantees and security interests related thereto shall have been released and discharged prior to, or substantially concurrently with, the Closing; (o) a compliance certificate signed by a Senior Financial Officer, including calculations demonstrating compliance with Sections 9.12 and 10.9 based on the fiscal quarter of the Company ended June 30, 2012, on a pro forma basis after giving effect to the Acquisition; and (p) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.