Common use of Representations & Warranties Clause in Contracts

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce 1. ELAN represents to IOMED the holders following: 1.1 ELAN is duly and validly existing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and is in compliance with all applicable laws, rules, regulations or orders relating to its business and assets; 1.2 ELAN has full corporate authority to execute and deliver this Agreement, Agreement and to consummate the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of transactions contemplated hereby; this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than ELAN and constitutes the holders; (e) the Note Agreement legal and each Note, as amended by this Agreement, constitutes a legal, valid obligations of ELAN and binding obligation of the Company, is enforceable against it ELAN in accordance with its terms; (f) terms and the execution, delivery and performance of this Agreement (i) are within and the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not transactions contemplated hereby and will not (A) contravene violate or conflict with (1) result in a default under or creation of lien or encumbrance under ELAN's memorandum and articles of association or other organic documents, any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust binding upon or affecting ELAN or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be boundany applicable laws, rules, regulations or orders affecting ELAN or its properties or assets; 1.3 ELAN is not in material default of its memorandum and articles of association or similar organic documents, any applicable material laws or regulations or any material contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in any such violation; and 18 1.4 ****. 2. IOMED represents to ELAN the following: 2.1. IOMED is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and IOMED is in compliance with all applicable laws, rules, regulations or (B) orders relating to its business and assets; 2.2. IOMED has full corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered and constitutes the legal and valid obligations of IOMED and is enforceable against IOMED in accordance with its terms; and the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not violate or result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under or creation of lien or encumbrance under IOMED's certificate of incorporation, by-laws or other organic documents, any indenture, material agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default binding upon or Event of Default has occurred and is continuing affecting IOMED or existed immediately prior to the date of this Agreement its properties or the Effective Dateassets or any applicable laws, rules, regulations or will exist immediately after.orders affecting IOMED or its properties or assets;

Representations & Warranties. To induce 1. DDS represents to IOMED the holders following: 1.1. DDS is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and is in compliance with all applicable laws, rules, regulations or orders relating to its business and assets; 1.2. DDS has full corporate authority to execute and deliver this Agreement, Agreement and to consummate the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of transactions contemplated hereby; this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than DDS and constitutes the holders; (e) the Note Agreement legal and each Note, as amended by this Agreement, constitutes a legal, valid obligations of DDS and binding obligation of the Company, is enforceable against it DDS in accordance with its terms; (f) terms and the execution, delivery and performance of this Agreement (i) are within and the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not transactions contemplated hereby and will not (A) contravene violate or conflict with (1) result in a default under or creation of lien or encumbrance under DDS's certificate of incorporation, by-laws or other organic documents, any lawmaterial agreement or instrument binding upon or affecting DDS or its properties or assets or any applicable laws, statuterules, rule regulations or regulation, (2) any provision orders affecting DDS or its properties or assets; 1.3. DDS is not in material default of its articles charter or by-laws, (3) any judgment, order applicable material laws or decree of any court, tribunal or arbitrator, regulations or any public, governmental material contract or regulatory agency, authority agreement binding upon or body to which affecting it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are and the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in any such violation; and 2. IOMED represents to DDS the following: 2.1. IOMED is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and IOMED is in compliance with all applicable laws, rules, regulations or may be boundorders relating to its business and assets; 2.2. IOMED has full corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered and constitutes the legal and valid obligations of IOMED and is enforceable against IOMED in accordance with its terms; and the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not violate or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under or creation of lien or encumbrance under IOMED's certificate of incorporation, by-laws or other organic documents any indenture, material agreement or other instrument referred to binding upon or affecting IOMED or its properties or assets or any applicable laws, rules, regulations or orders affecting IOMED or its properties or assets; 2.3. IOMED is not in clause (iii)(A)(4) default of its charter or by-laws, any applicable laws or regulations or any material contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this clause (f); andletter agreement and the transactions contemplated hereby will not result in any such violation; (i) no Default 2.4. IOMED represents and warrants that it has not granted any option, license, right or Event of Default has occurred and is continuing or existed immediately prior interest to any third party which would conflict with the date terms of this Agreement or the Effective Date, or will exist immediately afterAgreement.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company Corporation represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 6.1(a) hereto contains an organizational chart of the Company Corporation and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement December 31, 2010 (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company Corporation and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 6.1(a) as being owned by the Company Corporation and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company Corporation or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1)Lien; (c) as at the Effective Date Date, each Restricted Subsidiary Guarantor identified in Schedule 5.1 6.1(a) is a corporation, partnership, trust corporation or other legal entity partnership duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is will be promptly after the Effective Date and thereafter duly qualified as a foreign corporation, partnership, trust corporation or other legal entity partnership and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary Guarantor has the corporate or other partnership power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the CompanyCorporation, enforceable against it in accordance with its terms, subject to creditors rights generally and the discretionary nature of equitable remedies; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the CompanyCorporation; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust it or its Subsidiaries is a party or by which it, the Trust it or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f6.1(f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, ; (h) the Reorganization did not and will not result in any unindemnified adverse withholding or other tax consequences in respect of payments to the holders under the Note Documents (after taking into account the Corporation’s indemnification obligations under the Note Documents); (i) the Reorganization did not result in any change in the ultimate ownership of the business of ARC Energy Trust except for any holders of trust units and Exchangeable Shares who dissented to the Reorganization and will exist immediately afterreceive cash for the trust units and Exchangeable Shares as a result of such dissent; and (j) the Reorganization did not and will not have a Material Adverse Effect.

Representations & Warranties. To induce Each Obligor hereby represents and warrants ---------------------------- to the holders Agent and the Lenders that, after giving effect to execute this Amendment, all of such Obligor's representations and deliver this warranties contained in the Third Restated Loan Agreement, as amended hereby, and the Company representsother Loan Documents are true and correct on and as of the date of such Obligor's execution of this Amendment, covenants except to the extent that such representations and warrants warranties expressly relate to each holder an earlier date (in which representations, covenants case such representations and warranties shall survive have been true and correct in all material respects on and as of such earlier date) and no Default or Event of Default as of such date has occurred and is continuing under any Loan Document. Each Obligor hereby further represents and warrants that (i) such Obligor has the power and authority to enter into this Amendment and the other Amendment Documents and to perform all of its obligations hereunder and thereunder; (ii) the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries Amendment and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto Amendment Documents have been duly authorized, executed authorized by all necessary action (corporate or otherwise) on the part of such Obligor; and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) the execution and delivery of this Amendment and the other Amendment Documents and the performance thereof by such Obligor do not and will not (A) contravene violate the Articles or Certificate of Incorporation, Articles of Organization, By-laws, Operating Declaration or other organizational documents of such Obligor and do not and will not violate or conflict with (1) any law, statuteorder, rule or regulationwrit, (2) any provision of its articles or by-lawsinjunction, (3) any judgment, order or decree of any court, tribunal administrative agency or arbitrator, other governmental authority applicable to such Obligor or any public, governmental or regulatory agency, authority or body to which it or any properties of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately aftersuch Obligor.

Representations & Warranties. To induce the holders Required Holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 B contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Company’s Subsidiaries as at the Effective Date, showing, as to the Company and each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the jurisdictions in which assets owned by such Subsidiary are located, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each SubsidiarySubsidiary and identifying each Subsidiary as either or both a Restricted Subsidiary or a Subsidiary Guarantor; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary Guarantor shown in Schedule 5.1 B as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1B); (c) as at the Effective Date Date, the Company and each Restricted Subsidiary Guarantor identified in Schedule 5.1 B is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and Agreement, the Consent and Acknowledgement of Guarantors attached hereto hereto, the Security Documents and the Intercreditor Agreement have been duly authorized, executed and delivered by each party thereto other than the holdersSecured Parties (as defined in the Intercreditor Agreement); (e) the Note Agreement and each Note, as amended by of this Agreement, the Note Agreement, the Notes, the Security Documents, the Subsidiary Guarantee, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement constitutes a legal, valid and binding obligation of the CompanyCompany and the Subsidiaries party thereto, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement Agreement, the Security Documents, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement, and the performance of the Note Agreement, the Notes and the Subsidiary Guarantee, (i) are within the corporate powers of the CompanyCompany and the Subsidiaries party thereto; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust Company or its Subsidiaries is a party or by which it, the Trust Company or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.thereafter; (h) neither the Company nor any Controlled Entity is (A) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (B) a department, agency or instrumentality of, or is otherwise controlled by or knowingly acting on behalf of, directly or indirectly, (1) any OFAC Listed Person or (2) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions

Representations & Warranties. To induce the holders As a material inducement to execute and deliver entering into this Agreement, the Company represents, covenants each Party hereby represents and warrants to each holder (the other Party as of the date on which representationsthis Agreement is executed, covenants as follows: 9.1.1 Such Party is a corporation duly organized, legally existing and warranties shall survive in good standing under the laws of the jurisdiction of its incorporation; it has all requisite corporate power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted; and it is qualified to do business in those jurisdictions necessary to perform this Agreement. 9.1.2 There are no bankruptcy proceedings pending or being contemplated by it, or to its knowledge, threatened against such Party. 9.1.3 Neither the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart , nor compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the effective date of this Agreement (if applicable)under such Party’s charter, and the percentage of shares of each class of its capital stock by-laws or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock operating agreement, any governmental requirement, or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company any agreement or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 instrument to which it is a corporation, partnership, trust party or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and by which it is duly qualified as a foreign corporation, partnership, trust bound or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified it or in good standing would notits properties are subject, individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect. As at the Effective Date each default under any such Restricted Subsidiary agreement or instrument. 9.1.4 Such Party has the all necessary corporate or other power and authority to own or hold execute, deliver and perform its obligations under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) ; the execution, delivery and performance by it of this Agreement (i) are within has been duly authorized by all necessary corporate action, as applicable, on its part; and this Agreement constitutes the corporate powers legal, valid and binding obligations of such entity, enforceable against such entity in accordance with its terms, except as the Company; (ii) do not require same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time relating to or affecting the authorizationenforcement of creditors’ rights generally and by general principles of equity. 9.1.5 No authorizations, consent approvals or approval of consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date performance of this Agreement by such Party or for the Effective Datevalidity or enforceability thereof. 9.1.6 Seller represents and warrants that it holds all necessary legal rights to sell to Buyer coal sufficient in quantity and quality to perform its obligations under this Agreement for the term hereof, or and that Seller will exist immediately after.hold good and marketable title to all coal that it sells hereunder. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.3

Representations & Warranties. To In order to induce the holders to execute and deliver this Agreement2024 Extending Term Lenders, the Company represents2024 Incremental Lender and the Administrative Agent to enter into this Ninth Amendment, covenants to induce the 2024 Extending Term Lenders to consent to the 2024 Extension and to induce the 2024 Incremental Lender to make the 2024 Incremental Loans hereunder, each Loan Party hereby represents and warrants to each holder (which representationsthe 2024 Extending Term Lenders, covenants the 2024 Incremental Lender and warranties shall survive the execution Administrative Agent on and delivery as of this Agreement) the Ninth Amendment Closing Date, that: (a) Schedule 5.1 contains an organizational chart The execution, delivery and performance by such Loan Party of this Ninth Amendment will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Company and its Subsidiaries as at Term Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the Effective Date and a complete and correct list properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses (ii) and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicableiii), and to the percentage of shares of each class of its capital stock extent that such violation, conflict, breach, contravention or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, payment could not reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary . (b) Each Loan Party party hereto has the corporate or other requisite power and authority to own execute, deliver and perform the terms and provisions of this Ninth Amendment and has taken all necessary corporate or hold under lease other organizational action to authorize the properties execution, delivery and performance by it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) of this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been Ninth Amendment. Each Loan Party has duly authorized, executed and delivered by each party thereto other than this Ninth Amendment, and this Ninth Amendment, the holders; (e) the Note Term Credit Agreement as amended hereby and each Note, as amended by this Agreement, other Loan Document to which such Loan Party is a party constitutes a its legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement except as such enforceability may be limited by (i) are within the corporate powers Debtor Relief Laws and by general principles of the Company; equity principles of good faith and fair dealing, and (ii) do not require the authorization, consent need for filings and registrations necessary to create or approval perfect the Liens on the Collateral granted by the Loan Parties in favor of any governmental authority or regulatory body or any agency, department or division of any thereof; the Secured Parties and (iii) do not the effect of foreign Laws, rules and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision regulations as they relate to pledges of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Equity Interests in Foreign Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and. (ic) no Default or Event Each of Default has occurred the representations and warranties set forth in the Term Credit Agreement and in the other Loan Documents is continuing or existed immediately prior true and correct in all material respects on and as of the Ninth Amendment Closing Date with the same effect as though made on and as of such date, except to the date extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of this Agreement such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) All proceeds of the Effective Date, or 2024 Incremental Loans will exist immediately afterbe used for the purposes set forth in Section 2(b)(v) hereof.

Representations & Warranties. To In order to induce the holders Lenders and the Administrative Agent to execute and deliver enter into this AgreementFirst Amendment, the Company represents, covenants each Credit Party hereby represents and warrants to each holder (which representations, covenants the Lenders and warranties shall survive the execution Administrative Agent on and delivery as of this Agreement) the First Amendment Effective Date that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the The execution, delivery and performance by such Credit Party of this Agreement First Amendment will not (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) violate any provision of any law or any governmental rule or regulation applicable to the Borrower or any of its articles Restricted Subsidiaries, any of the Organizational Documents of the Borrower or by-lawsany of its Restricted Subsidiaries, (3) or any judgmentorder, order judgment or decree of any court, tribunal court or arbitrator, or any public, governmental or regulatory agency, authority or body to which it other agency of government binding on the Borrower or any of its material assets is subjectRestricted Subsidiaries, or (4ii) any termconflict with, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indentureContractual Obligation of the Borrower or any of its Restricted Subsidiaries, agreement (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Restricted Subsidiaries (other than any Liens created (x) under any of the Credit Documents in favor of the Collateral Agent, on behalf of Revolving Secured Parties, (y) under the Secured Notes and the Secured Notes Documents in favor of the Secured Notes Collateral Agent, on behalf of the Secured Notes Secured Parties, and (z) under the Additional Secured Notes and the Additional Secured Notes Documents in favor of the Additional Secured Notes Collateral Agent, on behalf of the Additional Secured Notes Secured Parties, and (in the case of preceding clauses (y) and (z)) subject to the terms of the Intercreditor Agreement), or (iv) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries, except for such approvals or consents obtained on or before the First Amendment Effective Date. (b) Each Credit Party party hereto has the requisite power and authority to execute, deliver and perform the terms and provisions of this First Amendment and has taken all necessary corporate or other instrument referred organizational action to in clause (iii)(A)(4) authorize the execution, delivery and performance by it of this clause (f); and (i) no Default First Amendment. Each Credit Party has duly executed and delivered this First Amendment, and this First Amendment, the Credit Agreement as amended hereby and each other Credit Document to which such Credit Party is a party constitutes its legally valid and binding obligation, enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or Event of Default has occurred and is continuing similar laws relating to or existed immediately prior limiting creditors’ rights generally or by equitable principles relating to the date of this Agreement or the Effective Date, or will exist immediately afterenforceability.

Representations & Warranties. To induce the holders As a material inducement to execute and deliver entering into this Agreement, the Company represents, covenants each Party hereby represents and warrants to each holder (the other Party as of the date on which representationsthis Agreement is executed, covenants as follows: 9.1.1 Such Party is a corporation duly organized, legally existing and warranties shall survive in good standing under the laws of the jurisdiction of its incorporation; it has all requisite corporate power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being conducted; and it is qualified to do business in those jurisdictions necessary to perform this Agreement. 9.1.2 There are no bankruptcy proceedings pending or being contemplated by it, or to its knowledge, threatened against such Party. 9.1.3 Neither the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart , nor compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent which has not been obtained as of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the effective date of this Agreement (if applicable)under such Party’s charter, and the percentage of shares of each class of its capital stock by-laws or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock operating agreement, any governmental requirement, or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company any agreement or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 instrument to which it is a corporation, partnership, trust party or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and by which it is duly qualified as a foreign corporation, partnership, trust bound or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified it or in good standing would notits properties are subject, individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect. As at the Effective Date each default under any such Restricted Subsidiary agreement or instrument. 9.1.4 Such Party has the all necessary corporate or other power and authority to own or hold execute, deliver and perform its obligations under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) ; the execution, delivery and performance by it of this Agreement (i) are within has been duly authorized by all necessary corporate action, as applicable, on its part; and this Agreement constitutes the corporate powers legal, valid and binding obligations of such entity, enforceable against such entity in accordance with its terms, except as the Company; (ii) do not require same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws in effect from time to time relating to or affecting the authorizationenforcement of creditors’ rights generally and by general principles of equity. 9.1.5 No authorizations, consent approvals or approval of consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date performance of this Agreement by such Party or for the Effective Datevalidity or enforceability thereof. 9.1.6 Seller represents and warrants that it holds all necessary legal rights to sell to Buyer coal sufficient in quantity and quality to perform its obligations under this Agreement for the term hereof, or and that Seller will exist immediately after.hold good and marketable title to all coal that it sells hereunder. AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Exhibit 10.4

Representations & Warranties. To induce the holders Required Holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 B contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Company’s Subsidiaries as at the Effective Date, showing, as to the Company and each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the jurisdictions in which assets owned by such Subsidiary are located, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each SubsidiarySubsidiary and identifying each Subsidiary as either or both a Restricted Subsidiary or a Subsidiary Guarantor; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary Guarantor shown in Schedule 5.1 B as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1B); (c) as at the Effective Date Date, the Company and each Restricted Subsidiary Guarantor identified in Schedule 5.1 B is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and Agreement, the Consent and Acknowledgement of Guarantors attached hereto hereto, the Security Documents and the Intercreditor Agreement have been duly authorized, executed and delivered by each party thereto other than the holdersSecured Parties (as defined in the Intercreditor Agreement); (e) the Note Agreement and each Note, as amended by of this Agreement, the Note Agreement, the Notes, the Security Documents, the Subsidiary Guarantee, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement constitutes a legal, valid and binding obligation of the CompanyCompany and the Subsidiaries party thereto, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement Agreement, the Security Documents, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement, and the performance of the Note Agreement, the Notes and the Subsidiary Guarantee, (i) are within the corporate powers of the CompanyCompany and the Subsidiaries party thereto; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust Company or its Subsidiaries is a party or by which it, the Trust Company or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.thereafter; (h) neither the Company nor any Controlled Entity is (A) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (B) a department, agency or instrumentality of, or is otherwise controlled by or knowingly acting on behalf of, directly or indirectly, (1) any OFAC Listed Person or (2) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (B), a “Blocked Person”); (ii) to the Company’s actual knowledge, neither the Company nor any Controlled Entity (A) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking or terrorist-related activities (collectively, “Anti-Money Laundering Laws”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws; (iii) the Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable Anti-Money Laundering Laws and all applicable anti-corruption laws and regulations; and (iv) neither the Company nor any Controlled Entity is (A) a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any

Representations & Warranties. To induce the holders to execute The Borrower will make warranties and deliver this Agreement, the Company represents, covenants representations that are usual and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery customary for transactions of this Agreement) that: nature including, but not limited to representations with regard to: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; status (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); binding obligations (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporationvalidity, partnership, trust or effectiveness and ranking of security (d) non conflict with other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other obligations (e) power and authority (f) validity and admissibility in evidence (g) governing law and enforcement (h) no deduction of tax (i) no filing or stamp taxes (j) no default (k) no misleading information (l) pari passu ranking (m) no proceedings pending or threatened (n) valuations (o) compliance with laws (including anti-corruption laws and sanctions) (p) environmental laws / claims (q) financial indebtedness (r) ownership of secured assets (s) tax residency (t) if applicable, FATCA representations (u) accuracy of financial statements The Buyer Parent will make warranties and representations that are usual and customary for transactions of this nature including, but not limited to own or hold under lease the properties it purports to own or hold under lease representations with regard to: (a) status (b) binding obligations (c) validity and to transact the business it transacts and proposes to transact; effectiveness (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto non conflict with other than the holders; obligations (e) the Note Agreement power and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; authority (f) the execution, delivery validity and performance admissibility in evidence (g) governing law and enforcement (h) no deduction of this Agreement tax (i) are within the corporate powers no filing or stamp taxes in relation to Parent Guarantee (j) no default, subject to materiality thresholds to be agreed (k) no misleading information (l) pan passu ranking in respect of obligations under Parent Guarantee (m) no proceedings pending or threatened, subject to carveouts to be agreed (n) compliance with laws (including anti-corruption laws and sanctions) (o) environmental laws / claims (p) accuracy of financial statements of the CompanyBuyer Parent Information Undertakings: Information undertakings usual and customary for a transaction of this nature, including but not limited to: (a) Borrower and/or Buyer Parent to provide each of the following: (i) as soon as they become available, but in any event within 120 days of the end of its financial years the Borrower’s audited un-consolidated financial statements; (ii) do not require as soon as they become available, but in any event within 120 days of the authorizationend of the Buyer Parent’s financial years, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereofBuyer Parent’s audited consolidated financial statements; (iii) do not and will not (A) contravene or conflict with (1) as soon as they become available, but in any law, statute, rule or regulation, (2) any provision event within 60 days of the end of its articles financial half years its unaudited un-consolidated financial statements; (iv) as soon as they become available, but in any event within 60 days of the end of the Buyer Parent’s financial half years, the Parent’s unaudited consolidated financial statements; (v) with each set of consolidated financial statements, a compliance certificate signed by two directors of the Buyer Parent; (vi) all documents dispatched by the Borrower or by-laws, the Buyer Parent to its shareholders (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any class of its material assets is subject, or (4them) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.creditors generally;

Representations & Warranties. To In order to induce the holders 2019 Incremental Lender and the Administrative Agent to execute enter into this First Amendment and deliver this Agreementto induce the 2019 Incremental Lender to make the 2019 Incremental Loans hereunder, the Company represents, covenants each Loan Party hereby represents and warrants to each holder (which representationsthe 2019 Incremental Lender and the Administrative Agent on and as of the First Incremental Facility Closing Date, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart The execution, delivery and performance by such Loan Party of this First Amendment will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Company and its Subsidiaries as at Term Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the Effective Date and a complete and correct list properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clauses (ii) and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicableiii), and to the percentage of shares of each class of its capital stock extent that such violation, conflict, breach, contravention or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, payment could not reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary . (b) Each Loan Party party hereto has the corporate or other requisite power and authority to own execute, deliver and perform the terms and provisions of this First Amendment and has taken all necessary corporate or hold under lease other organizational action to authorize the properties execution, delivery and performance by it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) of this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been First Amendment. Each Loan Party has duly authorized, executed and delivered by each party thereto other than this First Amendment, and this First Amendment, the holders; (e) the Note Term Credit Agreement as amended hereby and each Note, as amended by this Agreement, other Loan Document to which such Loan Party is a party constitutes a its legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement except as such enforceability may be limited by (i) are within the corporate powers Debtor Relief Laws and by general principles of the Company; equity principles of good faith and fair dealing, and (ii) do not require the authorization, consent need for filings and registrations necessary to create or approval perfect the Liens on the Collateral granted by the Loan Parties in favor of any governmental authority or regulatory body or any agency, department or division of any thereof; the Secured Parties and (iii) do not the effect of foreign Laws, rules and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision regulations as they relate to pledges of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Equity Interests in Foreign Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and. (ic) no Default or Event Each of Default has occurred the representations and warranties set forth in the Term Credit Agreement and in the other Loan Documents is continuing or existed immediately prior true and correct in all material respects on and as of the First Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the date extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of this Agreement such earlier date; provided, however, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) All proceeds of the Effective Date, or 2019 Incremental Loans will exist immediately afterbe used for the purposes set forth in Section 2(e) hereof.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants Each Grantor hereby represents and warrants to each holder (which representations, covenants and warranties shall survive with the execution Purchaser and delivery of this Agreement) the Assignee that: (a) Schedule 5.1 contains an organizational chart except for the security interest granted to the Purchaser and assigned to the Assignee, such Grantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Company Equity Interests that it is pledging hereunder, (ii) holds the Collateral that it is pledging hereunder free and its Subsidiaries as at the Effective Date clear of all Liens, charges, encumbrances and a complete security interests of every kind and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable)nature, and the percentage Equity Interests are subject to no options to purchase or any similar or other rights of shares any person, (iii) will make no assignment, pledge, hypothecation or transfer of, or create any security interest in, the Collateral that it is pledging hereunder including, without limitation, by virtue of each class becoming bound by any agreement which restricts in any manner the rights of its capital stock any present or similar equity interests outstanding owned future holder of any Equity Interests with respect thereto, and (iv) subject to Section 6 below, will cause any and all Collateral, whether for value paid by such Grantor or otherwise, to be forthwith deposited with the Company Assignee and each Subsidiarypledged or assigned hereunder; (b) such Grantor (i) has good right and legal authority to pledge the Collateral it is pledging hereunder in the manner hereby done or contemplated, (ii) will not amend, modify or supplement any Pledged Security without the prior written consent of the Purchaser and the Assignee, nor forgive any indebtedness evidenced by any Pledged Security, and (iii) will defend its title or interest thereto or therein against any and all attachments, Liens, claims, encumbrances, security interests or other impediments of any nature, however arising, of all persons whomsoever; (c) no consent or approval of any governmental body or regulatory authority or any securities exchange was or is necessary to the validity of the pledge effected hereby; (d) by virtue of the execution and delivery by each Grantor of this Pledge Agreement, when the certificates, instruments or other documents representing or evidencing the Collateral are delivered to the Assignee in accordance with this Pledge Agreement, the Purchaser and the Assignee will obtain a valid and perfected first Lien upon and security interest in such Collateral as security for the repayment of the Obligations, prior to all other Liens and encumbrances thereon and security interests therein; (e) the pledge effected hereby is effective to vest in the Purchaser and the Assignee the rights in the Collateral as set forth herein; and (f) all of the Equity Interests have been duly authorized and validly issued and are fully paid and nonassessable (or, in the case of partnership, limited liability company or similar Equity Interests, not subject to any capital call or other additional capital requirement) and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third parties or any contractual or other restrictions upon transfer. (g) as at the date hereof, the Pledged Securities constitute (i) all of the issued and outstanding shares of capital stock, equity interests or beneficial interests of the issuers listed on Schedule I annexed hereto owned by the Grantor, (ii) the percentage of the outstanding shares of capital stock stock, equity interests or similar equity beneficial interests of each Restricted Subsidiary shown in issuer set forth on Schedule 5.1 as being I annexed hereto and (iii) all of the Equity Interests of the Providers owned by the Company Grantor. All representations, warranties and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation covenants of the Company, enforceable against it Grantors contained in accordance with its terms; (f) this Pledge Agreement shall survive the execution, delivery and performance of this Pledge Agreement (i) are within until the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) termi nation of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior Pledge Agreement pursuant to the date of this Agreement or the Effective Date, or will exist immediately afterSection 17 hereof.

Representations & Warranties. To induce Covenants and Agreements of the holders to execute ------------------------------------------------------------ Company. -------- The Company represents and deliver this Agreementwarrants to, the Company represents, and covenants and warrants to agrees with, each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) thatSecured Party as follows: (a) Schedule 5.1 contains an organizational chart The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned no further action is required by the Company and each Subsidiary;Company. (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the The Company is organized and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction the State of organizationFlorida and the information contained on Schedule A attached hereto is true and accurate as of the date hereof; (c) The Company is the sole owner of the Collateral (except for non-exclusive licenses granted by the Company in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims other than the Initial Priority Interest (which is pari passu with the Security Interest created hereunder), and is duly qualified as a foreign corporationfully authorized to grant the Security Interest in and to pledge the Collateral. There is not on file in any governmental or regulatory authority, partnershipagency or recording office an effective financing statement, trust security agreement, license or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, transfer or any notice of any of the foregoing (other than those jurisdictions that have been filed in favor of the Secured Party pursuant to this Agreement or with respect to the Initial Priority Interest) covering or affecting any of the Collateral. So long as to which this Agreement shall be in effect, the failure Company shall not execute and shall not knowingly permit to be so qualified on file in any such office or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each agency any such Restricted Subsidiary has the corporate financing statement or other power and authority document or instrument (except to own the extent filed or hold under lease recorded in favor of the properties it purports Secured Party pursuant to own the terms of this Agreement or hold under lease and with respect to transact the business it transacts and proposes to transact;Initial Priority Interest). (d) this Agreement No part of the Collateral has been judged invalid or unenforceable. No written claim has been received that any Collateral or the Company's use of any Collateral violates the rights of any third party. There has been no adverse decision to the Company's claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company's right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the Consent and Acknowledgement best knowledge of Guarantors attached hereto have been duly authorizedthe Company, executed and delivered by each party thereto threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other than the holders;governmental authority. (e) The Company shall at all times maintain its books of account and records relating to the Note Agreement Collateral at its principal place of business and each Note, as amended by this Agreement, constitutes a legal, valid its Collateral at the locations set forth on Schedule A attached hereto and binding obligation may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the CompanySecured Party valid, enforceable against it perfected and continuing first priority liens in accordance the Collateral pari passu with its terms;the Initial Priority Interest. (f) This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first priority security interest in such Collateral pari passu with the Initial Priority Interest. The Security Interest is senior to all liens and encumbrances and is pari passu with the Initial Priority Interest. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions indicated on Schedule B, attached hereto, no authorization or approval of or filing with or notice to any governmental authority or regulatory body is required either (i) for the grant by the Company of, or the effectiveness of, the Security Interest granted hereby or for the execution, delivery and performance of this Agreement (i) are within by the corporate powers of the Company; Company or (ii) do for the perfection of or exercise by the Secured Party of its rights and remedies hereunder. (g) On the date of execution of this Agreement, the Company will deliver to the Secured Party one or more executed UCC financing statements on Form-1 with respect to the Security Interest for filing with the jurisdictions indicated on Schedule B, attached hereto and in such other jurisdictions as may be requested by the Secured Party. (h) The execution, delivery and performance of this Agreement does not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles cause a breach or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitratordefault, or an event that with or without the passage of time or notice, shall constitute a breach or default, under any public, governmental or regulatory agency, authority or body agreement to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries Company is a party or by which itthe Company is bound. No consent (including, without limitation, from stock holders or creditors of the Trust or any of Company) is required for the Company to enter into and perform its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); andobligations hereunder. (i) no Default or Event The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first priority liens and security interests in the Collateral in favor of Default has occurred the Secured Party pari passu with the Initial Priority Interest until this Agreement and is continuing or existed immediately prior the Security Interest hereunder shall be terminated pursuant to Section 11. The Company hereby agrees to defend the same against any and all persons. The Company shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the Company will sign and deliver to the date Secured Party at any time or from time to time one or more financing statements pursuant to the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of this Agreement filing the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder. (j) The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by the Company in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. (k) The Company shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage. (l) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party's security interest therein. (m) The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security interest in the Collateral including, without limitation, the execution and delivery of a separate security agreement with respect to the Company's intellectual property ("Intellectual Property Security Agreement") in which the Secured Party has been granted a security interest hereunder, substantially in a form acceptable to the Secured Party, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof. (n) The Company shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time. (o) The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral. (p) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Company that may materially affect the value of the Collateral, the Security Interest or the Effective Daterights and remedies of the Secured Party hereunder. (q) All information heretofore, herein or will exist immediately afterhereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral is accurate and complete in all material respects as of the date furnished. (r) Schedule A, ----------- attached hereto contains a list of all of the subsidiaries of the Company.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants Each Party represents and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) other Parties that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and it is (i) a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity limited liability company duly organizedformed, validly existing and, where legally applicable, and in good standing under the laws of its jurisdiction the State of organizationDelaware, (ii) a limited partnership duly formed, validly existing and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing under the laws of the State of Delaware or (iii) a trust formed in each jurisdiction in which such qualification is required by lawaccordance with the terms of its trust agreement, other than those jurisdictions as to which the failure to be so qualified or validly existing and in good standing would notunder the laws of State of Florida, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary as applicable; (b) it has the corporate requisite limited liability company, limited partnership or other trust, as applicable, power and authority to own or hold execute, deliver and perform under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transactthis Agreement; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (fc) the execution, delivery and performance of this Agreement have been duly authorized by all necessary limited liability company, limited partnership or trust, as applicable, action on the part such Party; (id) are within this Agreement constitutes the corporate powers legal, valid and binding obligation of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not such Party and will not (A) contravene or conflict is enforceable against such Party in accordance with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f)terms; and (e) such Party: (i) no Default in the case of Marpet, is the sole record or Event beneficial owner of Default has occurred the Marpet WEB Shares on the Effective Date and is continuing or existed immediately prior to the date consummation of this Agreement the Marpet Share Distribution, free and clear of all liens, pledges, security interests, mortgages, and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights-of-way, covenants, restrictions, rights of first refusal, encroachments and other burdens, options or encumbrances of any kind (collectively, “Liens”); (ii) in the case of the MEF Trust, will be the sole record or beneficial owner of the Marpet WEB Shares (x) on the Effective Date and immediately following the consummation of the Marpet Share Distribution and (y) immediately prior to the consummation of the MEF Trust Contribution, in each case, free and clear of all Liens; (iii) in the case of Sababa FREE, (x) is the sole record or beneficial owner of the Sababa FREE WEB shares on the Effective Date, (y) will be the sole record or beneficial owner of the Marpet WEB Shares on the Effective Date and immediately following the consummation of the MEF Trust Contribution and (z) will exist be the sole owner of the WEB Shares from and after the consummation of the MEF Trust Contribution through the Merger Closing Date and immediately afterprior to the consummation of the Sababa FREE Contribution, in each case, free and clear of all Liens; (iv) in the case of Sababa Partners II, will be the sole record or beneficial owner of the WEB Shares on the Merger Closing Date (x) immediately following the consummation of the Sababa FREE Contribution and (y) immediately prior to the consummation of the Sababa Partners II Contribution, in each case, free and clear of all Liens; and (v) in the case of Sweet Oak LP, will be the sole record or beneficial owner of the WEB Shares on the Merger Closing Date and immediately following the consummation of the Sababa Partners II Contribution, free and clear of all Liens.

Representations & Warranties. To induce and Covenants of the holders Selling --------------------------------------------------------- Shareholders. ------------ (a) Each of the Selling Shareholders severally, and not jointly, represents and warrants to, and agrees with, the several Underwriters that: (i) Such Selling Shareholder has, and on the First Closing Date and the Second Closing Date hereinafter mentioned will have, good and marketable title to execute the Common Shares proposed to be sold by such Selling Shareholder hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all liens, encumbrances, equities, security interests, voting trusts, restrictions and other adverse claims whatsoever. Upon delivery of and payment for such Common Shares hereunder, the Underwriters will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts, restrictions or other defects of title whatsoever. (ii) Such Selling Shareholder has executed and delivered a Power of Attorney and caused to be executed and delivered on his behalf a Custody Agreement (hereinafter collectively referred to as the "Shareholders Agreement") and in connection herewith such Selling Shareholder further represents, warrants and agrees that such Selling Shareholder has deposited in custody, under the Shareholders Agreement, with the agent named therein (the "Agent") as custodian, certificates in negotiable form for the Common Shares to be sold hereunder by such Selling Shareholder, for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that the Common Shares to be sold by such Selling Shareholder on deposit with the Agent are subject to the interests of the Company and the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement or in the Shareholders Agreement, by any act of such Selling Shareholder, by operation of law, by the death or incapacity of such Selling Shareholder or by the occurrence of any other event. If the Selling Shareholder should die or become incapacitated, or if any other event should occur, before the delivery of the Common Shares hereunder, the documents evidencing Common Shares then on deposit with the Agent shall be delivered by the Agent in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Agent shall have received notice thereof. This Agreement and the Shareholders Agreement have been duly executed and delivered by or on behalf of such Selling Shareholder and the form of such Shareholders Agreement has been delivered to you. (iii) The performance of this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Shareholders Agreement and the Consent Ancillary Agreements to which such Selling Shareholder is a party and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation consummation of the Company, enforceable against it transactions contemplated herein and therein will not result in accordance with its terms; (f) the execution, delivery and performance a breach or violation by such Selling Shareholder of this Agreement (i) are within the corporate powers any of the Company; (ii) do not require the authorization, consent terms or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitratorprovisions of, or any publicconstitute a default by such Selling Shareholder under, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or other instrument to which it, the Trust or its Subsidiaries such Selling Shareholder is a party or by which it, the Trust such Selling Shareholder or any of its Subsidiaries’ properties is bound, any statute, or assets any judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Shareholder or any of its properties. (iv) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares. (v) Each Preliminary Prospectus and the Prospectus, insofar as it has related to such Selling Shareholder has conformed in all material respects to the requirements of the Act and the Rules and Regulations and has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, as it relates to such Selling Shareholder, will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) Such Selling Shareholder is not aware that any of the representations or warranties set forth in Section 2 above is untrue or inaccurate in any material respect. (b) Each of the Selling Shareholders agrees with the Company and the Underwriters not to offer to, directly or indirectly, sell, sell or contract to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for any shares of Common Stock, for a period of 180 days after the first date that any of the Common Shares are or released by you for sale to the public, without the prior written consent of Xxxxxxxxxx Securities, which consent may be bound; or (B) result in a breach withheld at the sole discretion of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterXxxxxxxxxx Securities.

Representations & Warranties. To 12.1 Each Party, in order to induce the holders other Party to execute enter into and deliver to perform this Agreement, does hereby represent and covenant to the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) thatother Party as follows: (a) Schedule 5.1 contains an organizational chart of the Company Such Party is duly organized, validly existing, and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, in good standing in the jurisdiction of its organization, its predecessor entities formation and is qualified to do business therein and in existence all such other jurisdictions as at the date of this Agreement (if applicable), and the percentage of shares of each class nature of its capital stock or similar equity interests outstanding owned by the Company business activities and each Subsidiaryproperties may require; (b) Such Party has the right and power to enter into and perform its duties hereunder; has taken all requisite corporate action to authorize the execution, delivery, and performance of this Agreement and the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company transactions contemplated hereunder; and its Subsidiaries as at the Effective Date have been validly issuedhas duly authorized, are fully paid executed, and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1)delivered this Agreement; (c) as at This Agreement is binding upon and enforceable against such Party in accordance with the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transactterms hereof; (d) Neither the execution, delivery or performance of this Agreement and Agreement, nor the Consent and Acknowledgement consummation of Guarantors attached hereto have been duly authorizedany transaction contemplated hereunder, executed and delivered conflicts with, results in a breach of, or constitutes a default under or violates, as the case may be: (i) such Party’s charter documents; (ii) any law, rule, or regulation applicable to such Party; (iii) any court or administrative order or process applicable to such Party; or (iv) any contract, agreement, arrangement, commitment, or plan of the Party to which or by each party thereto other than which the holders;Party is bound; and (e) Such Party is, and at all times for the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance duration of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitratorbe appropriately registered, or any publicexempt from registration, governmental or with all applicable regulatory agencybodies, authority or body to which it or any of its material assets is subjectself-regulatory bodies, or and agencies. 12.2 FXCM REPRESENTS AND WARRANTS THAT IT SHALL USE ALL REASONABLE ENDEAVORS TO PROVIDE THE BRANDED PLATFORM WITHOUT INTRODUCING ERRORS THEREON. OTHER THAN THE FOREGOING, THE BRANDED PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITATION TO THE FOREGOING, FXCM MAKES NO WARRANTY THAT THE BRANDED PLATFORM WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES FXCM WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT OF LICENSEE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FXCM UNDERTAKES TO USE ALL REASONABLE ENDEAVORS TO PROVIDE AN UNINTERRUPTIBLE POWER SOURCE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSEE ACKNOWLEDGES AND AGREES THAT FAILURE OF HARDWARE, SOFTWARE, OR COMMUNICATION LINES OR SYSTEMS (4“TECHNICAL PROBLEMS”) any termMAY PREVENT FXCM FROM PROVIDING ALL OR PART OF THE BRANDED PLATFORM. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, condition or provision of any indentureINCIDENTAL, agreement or other instrument to which itCONSEQUENTIAL, the Trust or its Subsidiaries is a party or by which itSPECIAL, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indentureOR EXEMPLARY DAMAGES OR LOSS RESULTING FROM TECHNICAL PROBLEMS AND/OR OTHER PROBLEMS OR FAILURES BEYOND THE FIRST PARTY’S DIRECT CONTROL. 12.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective DateNEITHER PARTY MAKES ANY WARRANTY, or will exist immediately afterEXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. WITHOUT LIMITATION TO THE FOREGOING, EACH PARTY SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, THE BRANDED PLATFORM.

Representations & Warranties. To induce the holders Required Holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 B contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Company’s Subsidiaries as at the Effective Date, showing, as to the Company and each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the jurisdictions in which assets owned by such Subsidiary are located, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each SubsidiarySubsidiary and identifying each Subsidiary as either or both a Restricted Subsidiary or a Subsidiary Guarantor; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary Guarantor shown in Schedule 5.1 B as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1B); (c) as at the Effective Date Date, the Company and each Restricted Subsidiary Guarantor identified in Schedule 5.1 B is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and Agreement, the Consent and Acknowledgement of Guarantors attached hereto hereto, the Security Documents and the Intercreditor Agreement have been duly authorized, executed and delivered by each party thereto other than the holdersSecured Parties (as defined in the Intercreditor Agreement); (e) the Note Agreement and each Note, as amended by of this Agreement, the Note Agreement, the Notes, the Security Documents, the Subsidiary Guarantee, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement constitutes a legal, valid and binding obligation of the CompanyCompany and the Subsidiaries party thereto, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement Agreement, the Security Documents, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement, and the performance of the Note Agreement, the Notes and the Subsidiary Guarantee, (i) are within the corporate powers of the CompanyCompany and the Subsidiaries party thereto; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust Company or its Subsidiaries is a party or by which it, the Trust Company or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.thereafter; (h) neither the Company nor any Controlled Entity is (A) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons

Representations & Warranties. To induce Each Credit Party hereby represents and warrants to the holders Lenders and the Administrative Agent that (a) the representations and warranties contained in the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which are true and correct in all respects) on and as of the Fifth Amendment Effective Date to the same extent as though made on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, were true and correct in all respects) on and as of such earlier date; (b) such Credit Party has the legal power and authority to execute and deliver this Fifth Amendment; (c) the officers executing this Amendment on behalf of such Credit Party have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the provisions hereof; (d) the execution and delivery hereof by such Credit Party and the performance and observance by such Credit Party of the provisions hereof do not violate or conflict with the Organizational Documents of such Credit Party or any law applicable to such Credit Party or result in a breach of any provision of or constitute a default under any Material Contract, or any other promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other agreement or other instrument related to Indebtedness, to which such Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject; (e) both immediately before and after giving effect to this Fifth Amendment, no Default or Event of Default exists under the Credit Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive nor will any occur immediately after the execution and delivery of this AgreementFifth Amendment or by the performance or observance of any provision hereof; (f) that: (a) Schedule 5.1 contains an organizational chart as of the Company and its Subsidiaries as at date hereof, neither the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective DateBorrower nor Holdings has any claim or offset against, showingor defense or counterclaim to, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock any obligations or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all liabilities of the outstanding shares of capital stock Borrower or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing Holdings under the laws of its jurisdiction of organization, Credit Agreement or any other Loan Document; and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (dg) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, Fifth Amendment constitutes a legal, valid and binding obligation of the Companysuch Credit Party in every respect, enforceable against it in accordance with its terms; (f) , except as the executionenforceability thereof may be limited by bankruptcy, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement insolvency or other instrument to which it, similar laws of general application affecting the Trust or its Subsidiaries is a party enforcement of creditors’ rights or by which it, general principles of equity limiting the Trust availability of equitable remedies (regardless of whether enforcement is sought in equity or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (fat law); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce the holders and Covenants of SELLERS as to execute WATCHOUT These representations or warranties are made by SELLERS as individuals, and deliver this Agreementas officers and directors of WO. SELLERS hereby represent, the Company representswarrant, covenants and warrants covenant to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) thatBUYER as follows: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 3.1 WO is a corporation, partnership, trust or other legal entity corporation duly organized, validly existing and, where legally applicable, and in good standing under the laws of its jurisdiction of organizationUtah, and has the corporate power and authority to carry on its business as it is duly qualified as now being conducted. The Articles of Incorporation of WO and amendments, copies of which have been delivered to BUYER, are complete and accurate, and the minute books of WO, which will be delivered to BUYER contain a foreign corporationcomplete and accurate record of all material actions taken at, partnershipall meetings of the shareholders and Board of Directors of WO. 3.2 The aggregate number of shares which WO is authorized to issue is 50 Million shares with a par value of $.001 per share, trust of which 15,030,245 shares are issued and outstanding. Such shares are fully paid and non-assessable. WO has no outstanding options, warrants or other legal entity rights to purchase, or subscribe to, or securities convertible into or exchangeable for any shares of capital stock, except for Messrs Bader, Williams, Sands, Sands, Hollo, Capstone Financial LLC, and Xxxxxx which shall be canceled prior to closing. 3.3 SELLERS have complete and unrestricted power to enter into and, where legally applicable, is in good standing in each jurisdiction in which such qualification is upon receipt of the appropriate approvals as required by law, other than those jurisdictions as to which consummate the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended transactions contemplated by this Agreement. 3.4 SELLERS own the common shares of WO free and clear of all liens and encumbrances, constitutes a legaland are authorized to sell such shares to BUYER, valid subject only to the pledge agreements and binding obligation debts recited hereinafter 3.5 SELLERS who represent WO shall not enter into or consummate any transactions prior to the Closing Date and will pay no dividend, or increase the compensation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not officers and will not (A) contravene or conflict with (1) enter into any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, other business agreement or other instrument to which ittransaction, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to closing date. 3.6 The representations and warranties of SELLERS shall be true and correct as of the date hereof and as of the Closing Date. 3.7 SELLERS have delivered to buyer all of the corporate books and records of WO for review, true and correct copies of WO's tax returns since 1995. SELLERS will also deliver to buyer on or before the Closing Date any reports relating to the financial and business condition of WO which occur after the date of this Agreement and any other reports sent generally to its shareholders after the date of this Agreement. 3.8 No representation or warranty by SELLERS in this Agreement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3.9 SELLERS will cause WO not to take any board action without buyer approval in writing, pending selection of new officers and directors. 3.10 SELLERS will deliver to buyer within 10 days audited financial statements of WO as of December 31, 1998 and has delivered unaudited September 30, 1998 financial statements. All such financial statements, herein sometimes called " Financial Statements" are (and will be) complete and correct in all material respects and, together with the Effective Datenotes to these financial statements, present fairly the financial position and results of operations of the periods indicated. All financial statements of WO will have been prepared in accordance with generally accepted accounting principles, and will be "unqualified" except as to "going concern." 3.11 Since the dates of the WO Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of WO. WO Does not have any material liabilities or obligations, secured or unsecured, except as shown in the financial statements. WatchOut! has settled a dispute with Boit, Inc. over licenses for technology, which needs to be filed on an 8K with the SEC. 3.12 There are no pending legal proceedings or regulatory proceedings involving WO, and, except for a claim by Office Depot for $17,000 and a claim by Xxx Xxxxxxx which have threatened to commence collection actions, there are no legal proceedings or regulatory proceedings involving material claims pending, or, to the knowledge of the officers of WO, threatened against WO or affecting any of their assets or properties, and WO is not in any material breach or violation of or default under any contract or instrument to which WO is a party except for the notes and payables listed on the Exhibit B. 3.13 WO shall not enter into or consummate any transactions prior to the Closing Date and will pay no dividend, or increase the compensation of officers and will exist immediately afternot enter into any agreement or transaction, without consent of BUYER. 3.14 The representations and warranties of SELLERS shall be true and correct as of the date hereof and as of the Closing Date. 3.15 WO has no employee benefit plan in effect at this time. 3.16 No representation or warranty in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3.17 SELLERS warrant and represent that at closing those debts listed on Exhibit B shall be the sole and only debts of WatchOut! Inc. and sellers agree to indemnify and hold buyer and WatchOut! Inc. harmless from any other debt whatsoever not listed thereon.

Representations & Warranties. To induce the holders Required Holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 B contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Company’s Subsidiaries as at the Effective Date, showing, as to the Company and each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the jurisdictions in which assets owned by such Subsidiary are located, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each SubsidiarySubsidiary and identifying each Subsidiary as either or both a Restricted Subsidiary or a Subsidiary Guarantor; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary Guarantor shown in Schedule 5.1 B as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1B); (c) as at the Effective Date Date, the Company and each Restricted Subsidiary Guarantor identified in Schedule 5.1 B is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary Guarantor has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and Agreement, the Consent and Acknowledgement of Guarantors attached hereto hereto, the Security Documents and the Intercreditor Agreement have been duly authorized, executed and delivered by each party thereto other than the holdersSecured Parties (as defined in the Intercreditor Agreement); (e) the Note Agreement and each Note, as amended by of this Agreement, the Note Agreement, the Notes, the Security Documents, the Subsidiary Guarantee, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement constitutes a legal, valid and binding obligation of the CompanyCompany and the Subsidiaries party thereto, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement Agreement, the Security Documents, the joinder to the Subsidiary Guarantee, the Consent and Acknowledgement of Guarantors referred to in Section 4.1(b), and the Intercreditor Agreement, and the performance of the Note Agreement, the Notes and the Subsidiary Guarantee, (i) are within the corporate powers of the CompanyCompany and the Subsidiaries party thereto; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust Company or its Subsidiaries is a party or by which it, the Trust Company or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterthereafter; (h) neither the Company nor any Controlled Entity is (A) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (B) a department, agency or instrumentality of, or is otherwise controlled by or knowingly acting on behalf of, directly or indirectly, (1) any OFAC Listed Person or (2) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (B), a “Blocked Person”); (ii) to the Company’s actual knowledge, neither the Company nor any Controlled Entity (A) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking or terrorist-related activities (collectively, “Anti-Money Laundering Laws”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws; (iii) the Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable Law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable Anti-Money Laundering Laws and all applicable anti-corruption laws and regulations; and (iv) neither the Company nor any Controlled Entity is (A) a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations (each a “Canadian Sanctions Designated Person”), or (B) knowingly engages in any dealings or transactions with any Canadian Sanctions Designated Person; (i) no default, or event of default has occurred and in continuing under the Bank Facility; (j) on and after the Effective Date until the Security Release Date, each of the Security Documents creates, as security for the obligations under and in respect of the Outstanding Notes and the Bank Facility, a valid, enforceable and perfected (in accordance with the terms of this Agreement) security interest in and Lien on all of the Collateral subject thereto, superior to and prior to the right of all third Persons (other than Permitted Encumbrances that under applicable Law rank in priority thereto) and subject to no other Liens (other than Permitted Encumbrances), in favor of the Collateral Agent, for the benefit of holders of the Outstanding Notes, the Agent and the Lenders. No filings or recordings are required in order to perfect the Liens created under any Security Documents, except for (i) filings or recordings which shall have been made, (ii) subject to Section 9.15(e) of the Note Agreement, fixed charges on real property or (iii) filings or recordings for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof; (k) this Agreement and the documents delivered to the holders in connection with the transactions contemplated hereby and identified in Schedule C hereto, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein and therein not misleading in light of the circumstances under which they were made, it being understood that such representation and warranty does not apply to projected financial information, as to which the Company represents and warrants only that such information was prepared in good faith based upon assumptions believed by it to be reasonable; (l) the Hedging Plan complies in all respects with the Company’s current hedging policy approved by the board of directors of the Company and no further approval or authorization by such board is required for the Company to implement the Hedging Plan; and (m) The Company and the Subsidiary Guarantors own, as of March 31, 2015, more than 93% of Consolidated Tangible Assets and, to the best of the Company’s knowledge, there has been no material change in the ownership of the Consolidated Tangible Assets by the Company and the Subsidiary Guarantors since such date.

Representations & Warranties. To In order to induce the holders Bank to execute and deliver this Agreementissue each Credit, the Company represents, covenants Customer represents and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) Bank that: (a) Schedule 5.1 contains an organizational chart Each financial statement of Customer furnished to Bank was correct and complete and truly presented the financial condition of Customer as of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Datedate thereof and, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at since the date of this Agreement (if applicable)the last such financial statement, and there has been no material adverse change in the percentage financial condition of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each SubsidiaryCustomer; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 Customer is a corporation, partnership, trust or other legal entity corporation duly organized, validly existing and, where legally applicable, and in good standing under the laws of its jurisdiction the State of organization, Delaware; (c) Customer has the power and is duly qualified as authorized to execute and deliver this Agreement and is and will be duly authorized to execute and deliver each Application for a foreign corporationCredit and each collateral document referred to in any Application for a Credit. This Agreement, partnershipeach Application for Credit, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date and each such Restricted Subsidiary has collateral document, when executed and delivered, will constitute the corporate valid and binding obligations of Customer, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other power similar laws of general application affecting the enforcement of creditors' rights and authority except to own the extent that general principles of equity might affect the specific enforcement of this Agreement or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transactsuch collateral documents; (d) There is no litigation or administrative proceeding, pending or threatened against Customer which might, if adversely determined, materially affect Customer's ability to perform its obligations under this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holdersAgreement; (e) No default exists, nor has any event, act or omission occurred which, with the Note Agreement and each Notegiving of notice or the passage of time, as amended by this Agreement, constitutes would constitute a legal, valid and binding obligation default under any instrument or agreements evidencing or securing any indebtedness or liability of the Company, enforceable against it in accordance with its termsany Customer; (f) Customer has no material indebtedness for borrowed money nor any material obligation, contingent or otherwise, directly or indirectly guaranteeing or in any manner providing for the executionpayment of indebtedness of another, delivery except those disclosed on the most recent financial statements of Customer furnished to Bank and performance except for endorsements for collection or deposit in the ordinary course of this Agreement business; (ig) are within the corporate powers Customer has good and marketable title to all of the Company; (ii) do not require the authorizationits property, consent real, personal and intangible, subject to no lien, security interest, mortgage, encumbrance or approval charge of any governmental authority kind except as disclosed to Bank or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterrecord.

Representations & Warranties. To induce Covenants and Agreements of the holders to execute and deliver this AgreementRemarketing ------------------------------------------------------------------------ Agent. The Remarketing Agent represents, the Company representswarrants, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) thatagrees as ----- follows: (a) Schedule 5.1 contains an organizational chart of the Company The Remarketing Agent has been duly organized and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, and in good standing under the laws of its jurisdiction the State of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary California; (b) The Remarketing Agent has the corporate or other full power and authority to own take all action required to be taken by it by or hold under lease the properties it purports to own or hold under lease under, and to transact perform and observe, the business it transacts covenants and proposes agreements on its part contained in this Remarketing Agreement and is fully licensed in all jurisdictions where necessary to transactperform its obligations and duties as set forth in this Remarketing Agreement; (dc) this Agreement and The Remarketing Agent has, on or before the Consent and Acknowledgement of Guarantors attached hereto have been date hereof, duly authorized, executed and delivered taken all action necessary to be taken by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) prior to such date to authorize the execution, delivery and performance of this Remarketing Agreement (i) are within and the corporate powers carrying out, giving effect to, consummation and performance of the Companytransactions and obligations contemplated thereby; (d) This Remarketing Agreement when executed and delivered by the parties hereto will constitute a valid and binding obligation of the Remarketing Agent enforceable against the Remarketing Agent in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors' rights or contractual obligations generally; and (iie) The execution and delivery of this Remarketing Agreement, the compliance with the terms, conditions or provisions hereof, and the consummation of the transactions herein contemplated do not require not, upon the authorizationdate of execution and delivery thereof, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) violate any presently existing law, statute, rule or regulation, (2) any provision of its articles or by-lawsorder, (3) any judgmentwrit, order injunction or decree of any court, tribunal court or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior instrumentality applicable to the date of this Agreement or the Effective Date, or will exist immediately afterRemarketing Agent.

Representations & Warranties. To induce the holders to execute 4.1 SELLER represent and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) warrant that: (a) Schedule 5.1 contains an organizational chart SELLER has good and merchantable title to the property, free and clear of the Company all liens and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiaryencumbrances; (b) all of documents and records provided to BUYER by SELLER pertaining to the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by property, accounts receivable, and the Company trade payables and its Subsidiaries as at the Effective Date have been validly issuedHome Bank & Trust Co. operating loan, are fully paid true, accurate and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1)complete; (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporationaccounts listed on Exhibit `B' are valid, partnershipexisting debts owed to SELLER and the amounts listed are due, trust or other legal entity duly organizedowing and unpaid and not contingent or, validly existing andto the knowledge of SELLER, where legally applicable, in good standing under the laws of its jurisdiction of organizationuncollectable, and to the knowledge of SELLER, the account debtor is duly qualified as a foreign corporationnot now in bankruptcy nor has discharged the debt in bankruptcy, partnership, trust unless so indicated on Exhibits `B' or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact`F'; (d) this Agreement SELLER is a corporation in good standing in the state of Kansas with full power and the Consent authority to engage in business in Kansas and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holdersOklahoma; (e) the Note sale to Buyer and this Agreement has been approved by the Board of Directors of SELLER, and the undersigned SELLER officers have been authorized and directed to execute this Agreement and each Notethe Warranty Deed and Bill of Sale and Assignment; (f) SELLER has complied in all material respects with their respective Articles of Incorporation and Bylaws, and all applicable laws, regulations and rules, all judgments, writs, injunctions and decrees of federal, state and municipal governments or any department, agency or other instrumentality thereof, applicable to their respective business or property and the sale to BUYER hereunder; (g) SELLER has obtained and maintained all permits and licenses necessary for the operation of business, and is not in violation of any such permit or license; (h) there are no pending lawsuits or pending or known potential claims in respect to SELLER or the property or the accounts receivable, except as amended by stated on the attached Exhibit `F'; and (i) SELLER has not unlawfully stored, treated, disposed of, or transported Hazardous Substances on or in the property, and SELLER has no knowledge of the presence of any unlawful Hazardous Substances in or on the property. For purposes of this Agreement, constitutes the term "Hazardous Substances" shall be interpreted broadly to include, but not be limited to, substances designated as hazardous under the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. the Federal Water Pollution Control Act, 33 U.S.C. 1257, et seq., the Clean Air Act, 42 U.S.C. 2002, et seq., or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. 2601, et seq., and any applicable State law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation either from the environment or by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities. 4.2 BUYER represents and warrants that: (a) BUYER is a corporation in good standing in the State of Kansas with full power and authority to engage in business in Kansas and Oklahoma; (b) BUYER has full right, power and authority to enter into this Agreement and to perform its obligations as described herein; (c) This Agreement is the legal, valid and binding obligation of the CompanyBUYER, enforceable against it the BUYER in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (id) no Default or Event This Agreement has been approved by the Board of Default has occurred Directors of BUYER and is continuing or existed immediately prior all other necessary authority, and the undersigned BUYER officers have been authorized and directed to the date of execute this Agreement or the Effective Date, or will exist immediately afterAgreement.

Representations & Warranties. To induce Each Credit Party hereby represents and warrants to the holders Lenders and the Administrative Agent that (a) the representations and warranties contained in the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which are true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, were true and correct in all respects) on and as of such earlier date; (b) such Credit Party has the legal power and authority to execute and deliver this Second Amendment; (c) the officers executing this Amendment on behalf of such Credit Party have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the provisions hereof; (d) the execution and delivery hereof by such Credit Party and the performance and observance by such Credit Party of the provisions hereof do not violate or conflict with the Organizational Documents of such Credit Party or any law applicable to such Credit Party or result in a breach of any provision of or constitute a default under any Material Contract, or any other promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other agreement or other instrument related to Indebtedness, to which such Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject; (e) both immediately before and after giving effect to this Second Amendment, no Default or Event of Default exists under the Credit Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive nor will any occur immediately after the execution and delivery of this AgreementSecond Amendment or by the performance or observance of any provision hereof; (f) that: (a) Schedule 5.1 contains an organizational chart as of the Company and its Subsidiaries as at date hereof, neither the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective DateBorrower nor Holdings has any claim or offset against, showingor defense or counterclaim to, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock any obligations or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all liabilities of the outstanding shares of capital stock Borrower or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing Holdings under the laws of its jurisdiction of organization, Credit Agreement or any other Loan Document; and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (dg) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, Second Amendment constitutes a legal, valid and binding obligation of the Companysuch Credit Party in every respect, enforceable against it in accordance with its terms; (f) , except as the executionenforceability thereof may be limited by bankruptcy, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement insolvency or other instrument to which it, similar laws of general application affecting the Trust or its Subsidiaries is a party enforcement of creditors’ rights or by which it, general principles of equity limiting the Trust availability of equitable remedies (regardless of whether enforcement is sought in equity or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (fat law); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. Covenants To induce Purchaser to render its services available to Seller, and with full knowledge that the holders truth and accuracy of the following are being relied upon by the Purchaser in determining whether to execute and deliver this Agreement, accept purchase Receivables the Company Seller represents, covenants warrants, covenants, and warrants agrees, with respect to each holder (which representationsTransmittal Sheet delivered to Purchaser, covenants then: 6.1 The Seller is the absolute owner of each receivable set forth in each Transmittal Sheet and warranties shall survive has full legal right to make said sale, assignment and transfer thereof; 6.2 The correct amount of each Receivable is as set forth in the execution Transmittal Sheet and is not in dispute. 6.3 The payment of each receivable is not contingent upon the fulfillment of any obligation or contract, past or future, and any and all obligations required of the Seller have been fulfilled as of the date of each Transmittal Sheet; 6.4 Each Receivable set forth in a Transmittal Sheet is based on an actual sale and delivery of this Agreement) that:goods and/or services actually rendered, is presently due and owing to Seller, is not past due or in default, has not been previously sold, assigned, transferred, or pledged, and is free of any encumbrance or lien except to Purchaser. (a) Schedule 5.1 contains an organizational chart 6.5 There are no defenses, offsets, or counterclaims against any of the Company Receivables, and its Subsidiaries no agreement has been made under which the Account Debtor may deem any deduction or discount, except as at otherwise stated on each invoice submitted to Purchaser which is listed on the Effective Date Transmittal Sheet; 6.6 Each Purchased Receivable shall be the property of the Purchaser and a complete shall be paid directly to Purchaser, but if for any reason it should be paid to Seller, Seller shall promptly notify Purchaser of such payment, shall void any checks, drafts, or moneys so received in trust for the benefit of Purchaser, and correct list shall promptly transfer and deliver the same to the Purchaser. 6.7 Purchaser shall have the right to endorse, and also the right to require endorsement by Seller, on all payments received in connection with each Purchased Receivable and any proceeds of its Subsidiaries Collateral. 6.8 The Seller, and to Seller's best knowledge, each account Debtor set forth in the Restricted Subsidiaries Transmittal Sheet is and shall remain solvent as at that term is defined in the Effective DateFederal Bankruptcy Code. 6.9 Each Account Debtor named in the Transmittal Sheet will not object to the payment for or the quality or quantity of the subject matter of the Receivable and is liable for the amount set forth on the Transmittal Sheet. 6.10 Each Account Debtor shall be promptly notified after acceptance by Purchaser that the Purchased Receivable has been transferred to and is payable to Purchaser, showing, as and Seller shall not take or permit any action to each Subsidiary, the correct name thereof, the jurisdiction countermand such notification. 6.11 The Seller's place of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable)business, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by place where records concerning all Receivables herein referred to are kept, is the Company and each Subsidiary; (b) all one set forth at the beginning of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organizationAgreement, and Seller will promptly advise Purchaser in writing if such place of business or record keeping is duly qualified as changed or a foreign corporation, partnership, trust new place of business or other legal entity and, where legally applicable, record keeping is in good standing in each jurisdiction in which such qualification added. 6.12 Sell is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene hold any letter of credit or conflict with (1) any law, statute, rule negotiable instrument as support for or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree in payment of any courtPurchased Receivable, tribunal and any such documentation received by Seller will be immediately turned over to Purchaser, with any necessary assignment or arbitratorendorsement. 6.13 Seller will not assign, transfer, sell, or grant any publiclien or security interest in the Collateral to any other party without Purchaser's prior written consent and 6.14 No Account Debtor is affiliated with Seller, governmental either by common ownership or regulatory agencyfamily relationship. 6.15 All Receivables forwarded to and accepted by Purchaser after the date hereof, authority or body to which it or any and thereby becoming Purchased Receivables, shall comply with each and every one of its material assets is subjectthe foregoing representations, or (4) any termwarranties, condition or provision of any indenturecovenants, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument and agreements referred to above in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterSection 6.

Representations & Warranties. To In order to induce the holders 2024 Term Lenders and the Administrative Agent to execute enter into this Second Refinancing Amendment and deliver this Agreementto induce the 2024 Term Lenders to make the 2024 Term Loans hereunder, each of the Company represents, covenants Loan Parties hereby represents and warrants to each holder (which representationssuch Lenders and the Administrative Agent that, covenants on and warranties shall survive as of the execution date hereof and delivery of this Agreement) thatthe Second Refinancing Amendment Effective Date: (a) Schedule 5.1 contains an organizational chart the representations and warranties set forth in Article IV of the Company Credit Agreement and its Subsidiaries as at the Effective Date and a complete each other Loan Document are true and correct list in all material respects (or, in the case of its Subsidiaries any representations and warranties qualified by materiality or Material Adverse Effect, in all respects), immediately prior to, and immediately after giving effect to, the Amendments and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable)2024 Refinancing Term Loan Facility, and the percentage Borrowings thereunder on the Second Refinancing Amendment Effective Date; except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects (or, in the case of shares any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiarysuch earlier date); (b) all as of the outstanding shares Second Refinancing Amendment Effective Date, immediately after the consummation of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at transactions to occur on the Second Refinancing Amendment Effective Date have been validly issuedand the incurrence of indebtedness and obligations on the Second Refinancing Amendment Effective Date in connection with this Second Refinancing Amendment and the transactions contemplated hereby, the Loan Parties and their Subsidiaries, on a consolidated basis, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1)Solvent; (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior would result from the making of loans hereunder; (d) the execution, delivery and performance by each Loan Party of the Second Refinancing Amendment and each other agreement or instrument contemplated hereby to which such Loan Party is a party, and the consummation of the transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 6.06 of the Credit Agreement), or require any payment to be made under (i) (x) any indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (y) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any judgment, order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i) or (b)(ii), to the date extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect; (f) this Second Refinancing Amendment and each other agreement or instrument contemplated hereby has been duly executed and delivered by each Loan Party that is party thereto. This Second Refinancing Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity; (g) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement Second Refinancing Amendment, or for the consummation of the transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the Effective Dateremedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or will exist immediately aftermade and are in full force and effect, and (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings in connection with the exercise of remedies pursuant to the Collateral Documents. (h) the terms of this Second Refinancing Amendment, as they relate to the 2024 Refinancing Term Loan Facility, comply with the requirements for Replacement Term Loans pursuant to Section 9.01 of the Credit Agreement.

Representations & Warranties. To induce 1. ELAN represents to JV SUB the holders following: 1.1. ELAN is duly and validly existing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and is in compliance with all applicable laws, rules, regulations or orders relating to its business and assets; 1.2. ELAN has full corporate authority to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease AGREEMENT and to transact consummate the business it transacts and proposes to transact; (d) transactions contemplated hereby; this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have AGREEMENT has been duly authorized, executed and delivered by each party thereto other than ELAN and constitutes the holders; (e) the Note Agreement legal and each Note, as amended by this Agreement, constitutes a legal, valid obligations of ELAN and binding obligation of the Company, is enforceable against it ELAN in accordance with its terms; (f) terms and the execution, delivery and performance of this Agreement (i) are within AGREEMENT and the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not transactions contemplated hereby and will not (A) contravene violate or conflict with (1) result in a default under or creation of lien or encumbrance under ELAN's memorandum and articles of association or other organic documents, any lawmaterial agreement or instrument binding upon or affecting ELAN or its properties or assets or any applicable laws, statuterules, rule regulations or regulation, (2) any provision orders affecting ELAN or its properties or assets; 1.3. ELAN is not in material default of its memorandum and articles of association or similar organic documents, any applicable material laws or regulations or any material contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this AGREEMENT and the transactions contemplated hereby will not result in any such violation; 1.4. ELAN represents and warrants that ELAN is the sole and exclusive owner or licensee of, or controls all right, title and interest to the ELAN GLUCOSE MONITOR TECHNOLOGY;ELAN has the right to grant the licenses granted herein, and the ELAN GLUCOSE MONITOR TECHNOLOGY is free and clear of any lien, encumbrances, security interest or restriction on the licence granted herein; ELAN will not grant during the term of this AGREEMENT, any right, license or interest in and to the ELAN GLUCOSE MONITOR TECHNOLOGY or the PRODUCTS, or any portion thereof, inconsistent with the license granted herein, nor, as provided in Article II Paragraph 9.1, inconsistent with the expansion of the TERRITORY upon the SHAREHOLDER APPROVAL; and to the best of ELAN's knowledge and belief there are no pending or threatened adverse actions, suits, investigations, claims or proceedings brought by one or more Third Parties related to the ELAN GLUCOSE MONITOR TECHNOLOGY as of the EFFECTIVE DATE; and 1.5. ELAN represents and warrants that the execution of this AGREEMENT and the full performance and enjoyment of the rights of JV SUB under this AGREEMENT will not breach or in any way be inconsistent with the terms and conditions of any licence, contract, understanding or agreement, whether express, implied, written or oral between ELAN and any third party. 2. JV SUB represents to ELAN the following: 2.1. JV SUB is duly and validly existing in good standing in the jurisdiction of its incorporation and each other jurisdiction in which the conduct of its business requires such qualification, and JV SUB is in compliance with all applicable laws, rules, regulations or orders relating to its business and assets; 2.2. JV SUB has full corporate authority to execute and deliver this AGREEMENT and to consummate the transactions contemplated hereby; this AGREEMENT has been duly executed and delivered and constitutes the legal and valid obligations of JV SUB and is enforceable against JV SUB in accordance with its terms; and the execution, delivery and performance of this AGREEMENT and the transactions contemplated hereby will not violate or result in a default under or creation of lien or encumbrance under JV SUB's certificate of incorporation, by-laws or other organic documents, any material agreement or instrument binding upon or affecting JV SUB or its properties or assets or any applicable laws, rules, regulations or orders affecting JV SUB or its properties or assets; 2.3. JV SUB is not in default of its charter or by-laws, any applicable laws or regulations or any material contract or agreement binding upon or affecting it or its properties or assets and the execution, delivery and performance of this letter agreement and the transactions contemplated hereby will not result in any such violation; and 2.4. JV SUB represents and warrants that it has not granted any option, licence, right or interest to any third party which would conflict with the terms of this AGREEMENT. 3. JV SUB represents and warrants that the PRODUCTS shall be manufactured, packaged, distributed and sold in accordance with all regulations and requirements of the FDA and foreign regulatory authorities including, without limitation, the cGP regulations which apply to the manufacture, storage, packaging and supply of the PRODUCT. JV SUB represents and warrants that the PRODUCTS shall not be adulterated or mis-branded as defined by the Federal Food, Drug and Cosmetic Act, (3or applicable foreign law) and shall not be a product which would violate any section of such Act if introduced in interstate commerce except to the extent due to components or materials manufactured or designed by ELAN (which components and material have been properly used and applied in accordance with ELAN's specifications or other written instructions or labels) or due to the negligence or wilful misconduct of ELAN. 4. JV SUB is each fully cognisant of all applicable statutes, ordinances and regulations of the United States of America with respect to the manufacture of the PRODUCTS including, but not limited to, the U.S. Federal Food, Drug and Cosmetic Act and regulations thereunder and cGP. JV SUB shall manufacture or procure the manufacture the PRODUCTS in conformity with the REGULATORY APPROVALS and where applicable the Drug Master File and in a manner which fully complies with all United States of America and foreign statutes, ordinances, regulations and practices. 5. ELAN shall indemnify, defend and hold harmless JV SUB and its officers, directors, employees and agents from all actions, losses, claims, demands, damages, costs and liabilities (including reasonable attorneys' fees) due to third party claims to which JV SUB is or may become subject insofar as they arise out of or are alleged or claimed to arise out of (i) any judgment, order or decree breach by ELAN of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets obligations under this AGREEMENT, and (ii) any breach of a representation or warranty of ELAN made in this AGREEMENT and (iii) any activities conducted by ELAN in connection with the PROJECT, except to the extent due to the negligence or wilful misconduct of JV SUB. 6. JV SUB shall indemnify, defend and hold harmless ELAN and its officers, directors, employees and agents from all actions, losses, claims, demands, damages, costs and liabilities (including reasonable attorneys' fees) due to third party claims to which ELAN is subjector may become subject insofar as they arise out of or are alleged or claimed to arise out of (i) any breach by JV SUB of any of its obligations under the AGREEMENT, (ii) any breach of any representation or warranty of JV SUB made in this AGREEMENT, and (iii) any activities conducted by JV SUB in connection with the PROJECT, except to the extent due to the negligence or wilful misconduct of ELAN. 7. JV SUB shall indemnify, defend and hold harmless ELAN and its officers, directors, employees and agents from all actions, losses, claims, demands, damages, costs and liabilities (including reasonable attorneys' fees) due to third party claims to which ELAN is or may become subject insofar as they arise out of or are alleged or claimed to arise out of activities conducted by JV SUB in the development, manufacture, transport, packaging, storage, handling, distribution, promotion, marketing, offer for sale or sale of the PRODUCT, that was caused by the negligence or wrongful acts or omissions on the part of JV SUB. 8. ELAN represents and warrants that the manufacture, use, offer for sale, or sale of the devices and methods exclusively disclosed in either the ELAN PATENT RIGHTS or the application of the ELAN KNOW-HOW as documented in the transfer of information to JV SUB as of the EFFECTIVE DATE does not infringe any patent owned by a third party in the TERRITORY. 9. As a condition of obtaining an indemnity in the circumstances set out above or elsewhere in the AGREEMENT, the Party seeking an indemnity shall: 9.1. fully and promptly notify the other Party of any claim or proceeding, or threatened claim or proceeding; 9.2. permit the indemnifying Party to take full care and control of such claim or proceeding; 9.3. reasonably assist in the investigation and defence of such claim or proceeding; 9.4. not compromise or otherwise settle any such claim or proceeding without the prior written consent of the other Party, which consent shall not be unreasonably withheld; and 9.5. take all reasonable steps to mitigate any loss or liability in respect of any such claim or proceeding. 10. Notwithstanding anything to the contrary in this AGREEMENT, ELAN and JV SUB shall not be liable to the other for any consequential or incidental loss or damage (4whether for loss of profit or otherwise) by reason of any termrepresentation or warranty, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust term or any duty of its Subsidiaries’ properties common law, or assets are under the express or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) implied terms of this clause (f); and (i) no Default AGREEMENT, and whether occasioned by the negligence of the respective Parties, their employees or Event of Default has occurred and is continuing agents or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterotherwise.

Representations & Warranties. To induce Each of the holders Company and the Subsidiary Guarantors represents and warrants to the Old Noteholders that: (a) The Company has been duly incorporated and is validly existing as a sociedad anonima under the laws of Brazil, is duly qualified as a foreign corporation for the transaction of business under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have, singularly or in the aggregate, a material adverse effect on the financial condition, results of operations or business of the Company and its subsidiaries take as a whole. (b) Each Subsidiary Guarantor has been duly incorporated and is validly existing as a corporation or a partnership under the laws of the jurisdiction of its incorporation or organization, is duly qualified as foreign corporation for the transaction of business under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have, singularly or in the aggregate, a material adverse effect on the financial condition, results of operations or business of such Subsidiary Guarantor. (c) The Company has full right, power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder, and all corporate action required to be taken for the Company representsdue and proper authorization, covenants execution and warrants delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly taken. (d) Each Subsidiary Guarantor has full right, power and authority to each holder (which representationsexecute and deliver this Agreement and perform its obligations hereunder, covenants and warranties shall survive all corporate action required to be taken by such Subsidiary Guarantor for the due and proper authorization, execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company transactions contemplated hereby have been duly and each Subsidiary;validly taken. (be) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary This Agreement has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by the Company and each party thereto other than the holders;Subsidiary Guarantor. (ef) This Agreement has been duly authorized by the Note Agreement Company and each Notethe Subsidiary Guarantors and, as amended when duly executed and delivered by this Agreement, constitutes a legal, valid and binding obligation of the Company, the Guarantors and the Old Noteholders, will constitute a valid and legally binding agreement of the Company and the Subsidiary Guarantors, respectively, enforceable against it them in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce and Agreements of the holders to execute Company and deliver this Agreementeach of the Guarantors. Company and the Guarantors jointly and severally represent and warrant to, and agree with, the Company represents, covenants several Initial Purchasers on and warrants to each holder as of the date hereof and the Closing Date (which representations, covenants and warranties shall survive the execution and delivery of this Agreementas defined in Section 3) that: (a) Schedule 5.1 contains an organizational chart Each of the Company Preliminary Offering Memorandum and its Subsidiaries the Offering Memorandum, as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Daterespective date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable)did not, and on the percentage Closing Date the Offering Memorandum will not, contain any untrue statement of shares a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of each class of its capital stock or similar equity interests outstanding owned by the circumstances under which they were made, not misleading; provided that the Company and each Subsidiary;of the Guarantors make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company or the Guarantors by or on behalf of any Initial Purchaser specifically for use therein as specified in Section 16 hereof (the "Initial Purchasers' Information"). (b) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contains all of the outstanding shares information that, if requested by a prospective purchaser of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1);Securities Act. (c) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum, to register the Securities under the Securities Act or, until such time as at the Effective Date Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). (d) The Company and each Restricted Subsidiary identified in Schedule 5.1 is a corporationof its subsidiaries have been duly incorporated or formed, partnershipas the case may be, trust or other legal entity duly organized, and are validly existing andcorporations or limited liability companies, where legally applicableas the case may be, in good standing under the laws of its jurisdiction their respective jurisdictions of organizationincorporation or formation, and is as the case may be, are duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is to do business and are in good standing as foreign corporations or foreign limited liability companies, as the case may be, in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification is required by lawqualification, other than those jurisdictions as and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified qualify or in good standing have such power or authority would not, individually singularly or in the aggregate, reasonably be expected to have result in a material adverse effect on the condition (financial or otherwise), results of operations or business or prospects of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f"); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce of the holders Corporation By accepting this offer, the Corporation hereby represents and warrants to the Subscriber, and acknowledges that the Subscriber is relying upon such representations and warranties, as follows: (a) the Corporation is a company formed by an amalgamation and validly existing under the laws of British Columbia, Canada, and is, with respect to the filing of annual reports with the British Columbia Registrar of Companies, in good standing; (b) the Corporation is a reporting issuer in British Columbia, its Shares are listed and posted for trading on the TSX Venture Exchange, and the Warrants are not listed and posted for trading on the TSX Venture Exchange; (c) the Corporation has the corporate capacity and authority to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Subscription Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts observe and proposes to transact; perform its obligations hereunder; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) Corporation has taken all necessary corporate action to authorize the execution, delivery and performance of this Subscription Agreement, and, upon acceptance by the Corporation and the TSX Venture Exchange, this Subscription Agreement (i) are within the corporate powers will constitute a legal, valid and binding contract of the CompanySubscriber enforceable against the Corporation in accordance with its terms; (iie) do the Shares issued as part of the Subscriber's Units, when issued, sold and delivered in accordance with the terms of this Subscription Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free and clear of all liens, charges, claims and encumbrances; (f) no order ceasing trading in the securities of the Corporation nor prohibiting sale of such securities has been issued to and is in effect against the Corporation or its directors, officers or promoters and to the best of the Corporation's knowledge no investigations or proceedings for such purposes are pending or threatened; (g) to the best of the Corporation's knowledge, there is no action, suit, proceeding, claim, application, complaint or investigation pending or threatened before any court, regulatory body, governmental or non-governmental body against the Corporation and the Corporation is not require the authorizationsubject to any judgment order, consent writ, injunction, decree or approval award of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject; and (h) the Corporation has not made an assignment in bankruptcy nor has a receiver been appointed in respect of the Corporation's assets, and, to the best of the Corporation's knowledge, no proceedings have been commenced against the Corporation or (4) any termare threatened to be commenced, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) that could result in the Corporation making an assignment in bankruptcy or a breach receiver being appointed in respect of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterCorporation's assets.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, Agreements of the Company representsand the Principal Subsidiary. Each of the Company and SBA Telecommunications, covenants Inc., its principal operating subsidiary (the "Principal Subsidiary") represent, warrant and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) agree that: (a) Schedule 5.1 contains an organizational chart A registration statement on Form S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Company and its Subsidiaries as at the Effective Date and a complete and correct list Securities Act of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing1933, as to each Subsidiary, amended (the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable"Securities Act"), and the percentage rules and regulations (the "Rules and Regulations") of shares the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each class of its capital stock or similar equity interests outstanding owned the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time " means the date and each Subsidiary; (b) all the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the outstanding shares of capital stock Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned amendments thereof, before it became effective under the Securities Act and any prospectus or prospectus supplement filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and its Subsidiaries Regulations; "Registration Statement" means such registration statement, as amended at the Effective Date have been validly issuedTime, are fully paid including all documents incorporated by reference therein at such time and nonassessable all information contained in the final prospectus or prospectus supplement filed with the Commission pursuant to Rule 424(b) of the Rules and are owned by Regulations and deemed to be a part of the Company or another Subsidiary free and clear registration statement as of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus or other legal entity duly organized, validly existing and, where legally applicable, in good standing prospectus supplement as first used to confirm sales of Stock. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each NoteSecurities Act, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective DateTime that is incorporated by reference in the Registration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or will exist immediately aftersuspending the use of any Preliminary Prospectus.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, Agreements of the Company representsand the Principal Subsidiary. Each of the Company and SBA Telecommunications, covenants Inc., its principal operating subsidiary (the "Principal Subsidiary") represent, warrant and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) agree that: (a) Schedule 5.1 contains an organizational chart A registration statement on Form S-3 with respect to the Stock has (i) been prepared by the Company in conformity with the requirements of the Company and its Subsidiaries as at the Effective Date and a complete and correct list Securities Act of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing1933, as to each Subsidiary, amended (the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable"Securities Act"), and the percentage rules and regulations (the "Rules and Regulations") of shares the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and each class of its capital stock or similar equity interests outstanding owned the amendments thereto have been delivered by the Company to you. As used in this Agreement, "Effective Time" means the date and each Subsidiary; (b) all the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the outstanding shares of capital stock Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules and its Subsidiaries Regulations; "Registration Statement" means such registration statement, as amended at the Effective Date have been validly issuedTime, are fully paid including all documents incorporated by reference therein at such time and nonassessable all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and are owned by Regulations and deemed to be a part of the Company or another Subsidiary free and clear registration statement as of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means such final prospectus as first used to confirm sales of Stock. Reference made herein to any Preliminary Prospectus or other legal entity duly organized, validly existing and, where legally applicable, in good standing to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each NoteSecurities Act, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934 (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective DateTime that is incorporated by reference in the Registration Statement. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. The Commission has not issued any order preventing or will exist immediately aftersuspending the use of any Preliminary Prospectus.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants 8.1 Each party represents and warrants to each holder (which representations, covenants that it has the requisite corporate power and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries authority and the Restricted Subsidiaries legal right to enter into this Agreement and to perform its obligations hereunder. 8.2 Asubio warrants, as at of the Effective Date, showing, as to Asubio’s knowledge that: the Asubio Patents include valid issued claims and/or patentable pending claims that encompass each Subsidiary, † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION of the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), Parent Compounds and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by Parent Compounds do not infringe the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear intellectual property of any Lien third party; and Asubio has complied with its duty of disclosure of prior art and other material information, where applicable, to national and regional patent offices with respect to the Asubio Patents. Asubio also warrants that Asubio has not granted any other license, right, security interest or lien, or undertaken any other obligation, that limits its ability to grant the License; and Asubio will diligently use all reasonable efforts to apply for, prosecute, maintain and enforce (except as otherwise disclosed provided for Omeros in such Schedule 5.1); (cSection 7 above) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, all patents and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or patent applications in the aggregate, reasonably be expected Asubio Patents. 8.3 Prior to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval Omeros’ marketing of any governmental authority Product or regulatory body or making any agencyProduct available for use in any human patients, department or division of any thereof; (iii) do not Omeros will obtain and will not (A) contravene or conflict with (1) any lawmaintain reasonably adequate product liability insurance. 8.4 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, statuteNEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, rule or regulationEITHER EXPRESS OR IMPLIED, (2) any provision of its articles or byINCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterINFRINGEMENT.

Representations & Warranties. To induce and Covenants of the holders to execute Selling -------------------------------------------------------- Stockholders. Each of the Selling Stockholders severally represents and deliver this Agreement------------ warrants to, and agrees with, the Underwriting Group and the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date, hereinafter mentioned will have, good and valid title to the Optional Common Shares proposed to be sold by such Selling Stockholder hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever, and upon delivery of and payment for such Common Shares hereunder, the Underwriting Group will acquire good and valid title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever. (b) Such Selling Stockholder has executed and delivered a Transmittal Letter and Custody Agreement and a Seller's Irrevocable Power of Attorney (hereinafter collectively referred to as the "Stockholders Agreements") and in connection herewith such Selling Stockholder further represents, warrants and agrees that such Selling Stockholder has deposited in custody, under the Stockholders Agreements, with the agents named therein (the "Agents") as custodians, certificates in negotiable form for the Common Shares to be sold hereunder by such Selling Stockholder, for the purpose of further delivery pursuant to this Agreement. Such Selling Stockholder agrees that the Common Shares to be sold by such Selling Stockholder on deposit with the Agents are subject to the interests of the Company and its Subsidiaries the Underwriting Group, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated, except as at provided in this Agreement or in the Effective Date and a complete and correct list Stockholders Agreements, by any act of its Subsidiaries and such Selling Stockholder, by operation of law, by the Restricted Subsidiaries as at death or incapacity of such Selling Stockholder or by the Effective Dateoccurrence of any other event if the Selling Stockholder should die or become incapacitated, showingor if any other event should occur, as to each Subsidiarybefore the delivery of the Common Shares hereunder, the correct name thereof, documents evidencing Common Shares then on deposit with the jurisdiction of its organization, its predecessor entities Agents shall be delivered by the Agents in existence as at accordance with the date terms and conditions of this Agreement (as if applicable)such death, incapacity or other event had not occurred, regardless of whether or not the Agents shall have received notice thereof. This Agreement and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date Stockholders Agreements have been validly issued, are fully paid duly executed and nonassessable delivered by or on behalf of such Selling Stockholder and are owned by the Company or another Subsidiary free and clear form of any Lien (except as otherwise disclosed in such Schedule 5.1);Stockholders Agreements has been delivered to you. (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws The performance of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent Stockholders Agreements and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation consummation of the Companytransactions contemplated hereby and by the Stockholders Agreements will not result in a breach or violation by such Selling Stockholder of any of the terms or provisions of, enforceable against it in accordance with its terms; (f) the executionor constitute a default by such Selling Stockholder under, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or other instrument to which it, the Trust or its Subsidiaries such Selling Stockholder is a party or by which it, the Trust such Selling Stockholder or any of its Subsidiaries’ properties is bound, (ii) any statute, or any judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Stockholder or any of its properties or assets are (iii) if such Selling Stockholder is other than a natural person, any provisions of the charter, bylaws or may other organizational documents of such Selling Stockholder. (d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be bound; expected to cause or (B) result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares. (e) Each Preliminary Prospectus and the Prospectus, insofar as it has related to such Selling Stockholder, has conformed in all material respects to the requirements of the Act and the Rules and Regulations and has not included any untrue statement of a breach material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; and neither the Registration Statement nor the Prospectus, nor any amendment or constitute (alone supplement thereto, as it relates to such Selling Stockholder, included or with due notice will include any untrue statement of a material fact or lapse of time omit to state any material fact required to be stated therein or both) a default under any indenture, agreement or other instrument referred necessary to in clause (iii)(A)(4) of this clause make the statements therein not misleading. (f); and (i) no Default Such Selling Stockholder is not aware that any of the representations and warranties set forth in Section 2 above is untrue or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterinaccurate in any material respect.

Representations & Warranties. To In order to induce the holders 2023 Term Lenders and the Administrative Agent to execute enter into this First Refinancing Amendment and deliver this Agreementto induce the 2023 Term Lenders to make the 2023 Term Loans hereunder, each of the Company represents, covenants Loan Parties hereby represents and warrants to each holder (which representationssuch Lenders and the Administrative Agent that, covenants on and warranties shall survive as of the execution date hereof and delivery of this Agreement) thatthe First Refinancing Amendment Effective Date: (a) Schedule 5.1 contains an organizational chart the representations and warranties set forth in Article IV of the Company Credit Agreement and its Subsidiaries as at the Effective Date and a complete each other Loan Document are true and correct list in all material respects (or, in the case of its Subsidiaries any representations and warranties qualified by materiality or Material Adverse Effect, in all respects), immediately prior to, and immediately after giving effect to, the Amendments and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable)2023 Refinancing Term Loan Facility, and the percentage Borrowings thereunder on the First Refinancing Amendment Effective Date; except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects (or, in the case of shares any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiarysuch earlier date); (b) all as of the outstanding shares First Refinancing Amendment Effective Date, immediately after the consummation of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at transactions to occur on the First Refinancing Amendment Effective Date have been validly issuedand the incurrence of indebtedness and obligations on the First Refinancing Amendment Effective Date in connection with this First Refinancing Amendment and the transactions contemplated hereby, the Loan Parties and their Subsidiaries, on a consolidated basis, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1)Solvent; (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior would result from the making of loans hereunder; (d) the execution, delivery and performance by each Loan Party of the First Refinancing Amendment and each other agreement or instrument contemplated hereby to which such Loan Party is a party, and the consummation of the transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 6.06 of the Credit Agreement), or require any payment to be made under (i) (x) any indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (y) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any judgment, order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i) or (b)(ii), to the date extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect; (f) this First Refinancing Amendment and each other agreement or instrument contemplated hereby has been duly executed and delivered by each Loan Party that is party thereto. This First Refinancing Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity; (g) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement First Refinancing Amendment, or for the consummation of the transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the Effective Dateremedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or will exist immediately aftermade and are in full force and effect, and (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings in connection with the exercise of remedies pursuant to the Collateral Documents. (h) the terms of this First Refinancing Amendment, as they relate to the 2023 Refinancing Term Loan Facility, comply with the requirements for Replacement Term Loans pursuant to Section 9.01 of the Credit Agreement.

Representations & Warranties. To induce and Covenants of the holders to execute Selling -------------------------------------------------------- Stockholder. ----------- (a) The Selling Stockholder represents and deliver this Agreementwarrants to, and agrees with, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) several Underwriters that: (ai) Schedule 5.1 contains an organizational chart The Selling Stockholder has, and on the First Closing Date and the Second Closing Date hereinafter mentioned will have, good and marketable title to the Common Shares proposed to be sold by the Selling Stockholder hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, security interests, restrictions and claims whatsoever; and upon delivery of and payment for such Common Shares hereunder, the Underwriters will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts or other defects of title whatsoever. (ii) The Selling Stockholder has executed and delivered a Power of Attorney and caused to be executed and delivered on its behalf a Custody Agreement (hereinafter collectively referred to as the "Stockholders Agreement") and in connection herewith the Selling Stockholder further represents, warrants and agrees that the Selling Stockholder has deposited in custody, under the Stockholders Agreement, with the agent named therein (the "Agent") as custodian, certificates in negotiable form for the Common Shares to be sold hereunder by the Selling Stockholder, for the purpose of further delivery pursuant to this Agreement. The Selling Stockholder agrees that the Common Shares to be sold by the Selling Stockholder on deposit with the Agent are subject to the interests of the Company and the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Stockholders Agreement, by any act of the Selling Stockholder, by operation of law or by the occurrence of any other event. If the Selling Stockholder should dissolve or otherwise terminate its Subsidiaries as at corporate existence, or if any other event should occur, before the Effective Date and a complete and correct list delivery of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each SubsidiaryCommon Shares hereunder, the correct name thereof, documents evidencing Common Shares then on deposit with the jurisdiction of its organization, its predecessor entities Agent shall be delivered by the Agent in existence as at accordance with the date terms and conditions of this Agreement (as if applicable)such dissolution, termination or other event had not occurred, regardless of whether or not the Agent shall have received notice thereof. This Agreement and the percentage Stockholders Agreement have been duly executed and delivered by or on behalf of shares the Selling Stockholder and the form of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary;such Stockholders Agreement has been delivered to you. (biii) all The performance of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Stockholders Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation the consummation of the Company, enforceable against it transactions contemplated hereby and by the Stockholders Agreement will not result in accordance with its terms; (f) a breach or violation by the execution, delivery and performance Selling Stockholder of this Agreement (i) are within the corporate powers any of the Company; (ii) do not require the authorization, consent terms or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitratorprovisions of, or any publicconstitute a default by the Selling Stockholder under, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or other instrument to which it, the Trust or its Subsidiaries Selling Stockholder is a party or by which it, the Trust Selling Stockholder or any of its Subsidiaries’ properties is bound, any statute, or assets any judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to the Selling Stockholder or any of its properties. (iv) The Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares. (v) Each Preliminary Prospectus and the Prospectus, insofar as it has related to the Selling Stockholder has conformed in all material respects to the requirements of the Act and the Rules and Regulations and has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; and neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, as it relates to the Selling Stockholder, will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) The Selling Stockholder is not aware that any of the representations or warranties set forth in Section 2 above is untrue or inaccurate in any material respect. (b) The Selling Stockholder agrees with the Company and the Underwriters not to, directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" (within the meaning of Rule 16a-1(h) under the Exchange Act), or otherwise dispose of any shares of Common Stock, options or warrants to acquire Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act), or publicly announce an intention to do any of the foregoing, for a period of 90 days after the first date that any of the Common Shares are released by you for sale to the public, without the prior written consent of either Xxxxxxxxxx Securities or each of the Representatives, which consent may be bound; withheld at the sole discretion of Xxxxxxxxxx Securities or (B) result in a breach each of or constitute (alone or with due notice or lapse of time or both) a default under any indenturethe Representatives, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred as the case may be. The Selling Stockholder also agrees and is continuing or existed immediately prior consents to the date entry of this Agreement stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the Effective Date, or will exist immediately afterSelling Stockholder with the foregoing restrictions.

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-by laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce (i) Each of the holders to execute representations and deliver this Agreement, warranties made by the Company represents(other than the Fundamental Representations and the representation and warranty contained in Section 2.5(b)) herein shall be true and correct in all respects (disregarding all materiality and “Material Adverse Effect” qualifiers contained therein except as such qualifiers relate to the Company’s disclosure obligations in any representation or warranty and except for the term “Material Contract”) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or dates, covenants and warrants to each holder (which representations, covenants representations and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete be true and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as with respect to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the such specified date of this Agreement (if applicableor dates), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to of such representation and warranties to be so qualified or in good standing true and correct has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact;. (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require Each of the authorizationFundamental Representations (other than those contained in Section 2.2 (Capital Structure) and Section 2.12 (Taxes)) made by the Company herein shall be true and correct in all respects on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or dates, consent which representations and warranties shall be true and correct with respect to such specified date or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; dates). (iii) do not Each of the representations and will not warranties made by the Company in Section 2.2 (ACapital Structure) contravene shall be true and correct in all respects, other than de minimis inaccuracies on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or conflict dates, which representations and warranties shall be true and correct with (1) any law, statute, rule respect to such specified date or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (fdates); and. (iiv) no Default Each of the representations and warranties made by the Company in Section 2.12 (Taxes) shall be true and correct in all material respects (disregarding all materiality and “Material Adverse Effect” qualifiers contained therein) on and as of the Agreement Date and on and as of the Closing Date as though such representations and warranties were made on and as of such dates (except for representations and warranties that address matters only as to a specified date or Event of Default has occurred dates, which representations and is continuing warranties shall be true and correct with respect to such specified date or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterdates).

Representations & Warranties. To induce Each Credit Party hereby represents and warrants to the holders Lenders and the Administrative Agent that (a) the representations and warranties contained in the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which are true and correct in all respects) on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, were true and correct in all respects) on and as of such earlier date; (b) such Credit Party has the legal power and authority to execute and deliver this First Amendment; (c) the officers executing this Amendment on behalf of such Credit Party have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the provisions hereof; (d) the execution and delivery hereof by such Credit Party and the performance and observance by such Credit Party of the provisions hereof do not violate or conflict with the Organizational Documents of such Credit Party or any law applicable to such Credit Party or result in a breach of any provision of or constitute a default under any Material Contract, or any other promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other agreement or other instrument related to Indebtedness, to which such Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject; (e) both immediately before and after giving effect to this First Amendment, no Default or Event of Default exists under the Credit Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive nor will any occur immediately after the execution and delivery of this AgreementFirst Amendment or by the performance or observance of any provision hereof; (f) that: (a) Schedule 5.1 contains an organizational chart as of the Company and its Subsidiaries as at date hereof, neither the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective DateBorrower nor Holdings has any claim or offset against, showingor defense or counterclaim to, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock any obligations or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all liabilities of the outstanding shares of capital stock Borrower or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing Holdings under the laws of its jurisdiction of organization, Credit Agreement or any other Loan Document; and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (dg) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, First Amendment constitutes a legal, valid and binding obligation of the Companysuch Credit Party in every respect, enforceable against it in accordance with its terms; (f) , except as the executionenforceability thereof may be limited by bankruptcy, delivery and performance of this Agreement (i) are within the corporate powers of the Company; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement insolvency or other instrument to which it, similar laws of general application affecting the Trust or its Subsidiaries is a party enforcement of creditors’ rights or by which it, general principles of equity limiting the Trust availability of equitable remedies (regardless of whether enforcement is sought in equity or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (fat law); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately after.

Representations & Warranties. To induce the holders This provision is applicable to execute governmental entities only. You represent and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showingwarrant, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement Agreement, that: (if applicable)1) you are a State or a fully constituted political subdivision or agency of the State in which you are located and are authorized to enter into, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issuedcarry out, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing your obligations under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and any other documents required to be delivered in connection with the Consent and Acknowledgement of Guarantors attached hereto Agreement (collectively, the "Documents"); (2) the Documents have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it you in accordance with its all applicable laws, rules, ordinances and regulations (including all applicable laws governing open meetings, public bidding and appropriations required in connection with this Agreement and the acquisition of the Products) and are valid, legal, binding agreements, enforceable in accordance with their terms; ; (f3) the executionperson(s) signing the Documents have the authority to do so, delivery are acting with the full authorization of your governing body and hold the offices indicated below their signatures, each of which are genuine; (4) the Products are essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and will be used during the Term only by you and only to perform such function; (5) your payment obligations under this Agreement constitute a current expense and not a debt under applicable state law and no provision of this Agreement constitutes a pledge of your tax or general revenues, and any provision that is so construed by a court of competent jurisdiction is void from the inception of this Agreement; and (i6) all payments due and to become due during your current fiscal year are within the corporate powers fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the Company; (ii) Equipment, and it is your intent to use the Equipment for the entire Term and to make all payments required under this Agreement. If, through no action initiated by you, your legislative body does not appropriate funds for the continuation of this Agreement for any fiscal year after the first fiscal year and has no funds to do not require the authorizationso from other sources, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or this Agreement may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indentureterminated. To effect this termination, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately you must, at least 30 days prior to the date beginning of the fiscal year for which your legislative body does not appropriate funds for such upcoming fiscal year, notify Xerox in writing that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee. Your notice must be accompanied by payment of all sums then owed through the current year under this Agreement or Agreement. You will return the Effective DateEquipment, or at your expense, to a location designated by Xerox and, when returned, the Equipment will exist immediately afterbe in good condition and free of all liens and encumbrances. You will then be released from any further payment obligations beyond those payments due for the current fiscal year (with Xerox retaining all sums paid to date).

Representations & Warranties. To induce the holders to execute and deliver this Agreement, the Company Corporation represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 6.1(a) hereto contains an organizational chart of the Company Corporation and its Subsidiaries as at the Effective Date and a complete and correct list of its Subsidiaries and the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement December 31, 2010 (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company Corporation and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 6.1(a) as being owned by the Company Corporation and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company Corporation or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1)Lien; (c) as at the Effective Date Date, each Restricted Subsidiary Guarantor identified in Schedule 5.1 6.1(a) is a corporation, partnership, trust corporation or other legal entity partnership duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is will be promptly after the Effective Date and thereafter duly qualified as a foreign corporation, partnership, trust corporation or other legal entity partnership and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary Guarantor has the corporate or other partnership power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Master Shelf Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the CompanyCorporation, enforceable against it in accordance with its terms, subject to creditors rights generally and the discretionary nature of equitable remedies; (f) the execution, delivery and performance of this Agreement (i) are within the corporate powers of the CompanyCorporation; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust it or its Subsidiaries is a party or by which it, the Trust it or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f6.1(f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, ; (h) the Reorganization did not and will not result in any unindemnified adverse withholding or other tax consequences in respect of payments to the holders under the Note Documents (after taking into account the Corporation’s indemnification obligations under the Note Documents); (i) the Reorganization did not result in any change in the ultimate ownership of the business of ARC Energy Trust except for any holders of trust units and Exchangeable Shares who dissented to the Reorganization and will exist immediately afterreceive cash for the trust units and Exchangeable Shares as a result of such dissent; and (j) the Reorganization did not and will not have a Material Adverse Effect.

Representations & Warranties. To induce and Covenants of the holders to execute Selling -------------------------------------------------------- Shareholders. ------------ (a) The Principal Shareholder and deliver this Agreementeach of the Selling Shareholders controlled by the Principal Shareholder, on the one hand, and each of the other Selling Shareholders,on the other hand, severally and not jointly, represent and warrant to, and agree with, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) several Underwriters that: (ai) Schedule 5.1 contains an organizational chart Such Selling Shareholder has, and on the First Closing Date and the Second Closing Date hereinafter mentioned will have, good and marketable title to the Common Shares proposed to be sold by such Selling Shareholder hereunder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver such Common Shares hereunder, free and clear of all liens, encumbrances, equities, security interests, voting trusts, restrictions and other adverse claims whatsoever. Upon delivery of and payment for such Common Shares hereunder, the Underwriters will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities, claims, restrictions, security interests, voting trusts, restrictions or other defects of title whatsoever. (ii) Such Selling Shareholder has executed and delivered a Power of Attorney and caused to be executed and delivered on his behalf a Custody Agreement (hereinafter collectively referred to as the "Shareholders Agreement") and in connection herewith such Selling ----------------------- Shareholder further represents, warrants and agrees that such Selling Shareholder has deposited in custody, under the Shareholders Agreement, with the agent named therein (the "Agent") as custodian, ----- certificates in negotiable form for the Common Shares to be sold hereunder by such Selling Shareholder, for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that the Common Shares to be sold by such Selling Shareholder on deposit with the Agent are subject to the interests of the Company and its Subsidiaries the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated, except as at provided in this Agreement or in the Effective Date and a complete and correct list Shareholders Agreement, by any act of its Subsidiaries and such Selling Shareholder, by operation of law, by the Restricted Subsidiaries as at death or incapacity of such Selling Shareholder or by the Effective Dateoccurrence of any other event. If the Selling Shareholder should die or become incapacitated, showingor if any other event should occur, as to each Subsidiarybefore the delivery of the Common Shares hereunder, the correct name thereof, documents evidencing Common Shares then on deposit with the jurisdiction of its organization, its predecessor entities Agent shall be delivered by the Agent in existence as at accordance with the date terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Agent shall have received notice thereof. This Agreement and the Shareholders Agreement have been duly executed and delivered by or on behalf of such Selling Shareholder and the form of such Shareholders Agreement has been delivered to you. Each of the Shareholders Agreement and this Agreement is a valid and binding agreement of the Selling Shareholder and is enforceable against the Selling Shareholder in accordance with the terms hereof and thereof, except (if applicable)i) as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and (ii) that remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the percentage discretion of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary;court before which any proceeding may be brought. (biii) all The performance of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1); (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement and the Consent and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Shareholders Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation the consummation of the Company, enforceable against it transactions contemplated herein and therein will not result in accordance with its terms; (f) the execution, delivery and performance a breach or violation by such Selling Shareholder of this Agreement (i) are within the corporate powers any of the Company; (ii) do not require the authorization, consent terms or approval of any governmental authority or regulatory body or any agency, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitratorprovisions of, or any publicconstitute a default by such Selling Shareholder under, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or other instrument to which it, the Trust or its Subsidiaries such Selling Shareholder is a party or by which it, the Trust such Selling Shareholder or any of its Subsidiaries’ properties is bound, any statute, or assets any judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Shareholder or any of its properties. (iv) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Shares. (v) Each Preliminary Prospectus and the Prospectus, insofar as it has related to such Selling Shareholder has not included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Neither the Registration Statement nor the Prospectus, nor any amendment or supplement thereto, as it relates to such Selling Shareholder, will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (vi) Such Selling Shareholder is not aware that any of the representations or warranties set forth in Section 2 above is untrue or inaccurate in any material respect. (vii) None of the proceeds received by such Selling Shareholder from the sale of the Common Shares will be paid to a member of the NASD or any affiliate of such member. (viii) On the Closing Date, all stock transfer or other taxes (other than income taxes), if any, that are required to be paid in connection with the sale and transfer of the Common Shares to the several Underwriters pursuant to the Underwriting Agreement will have been fully paid or provided for by such Selling Shareholder, to the extent such taxes have not been paid by the Company, and all laws imposing such taxes will have been fully complied with. (ix) No consent, approval, authorization or order of, or any filing with, any court or governmental agency or body is required for the consummation by such Selling Shareholder of the transactions on its part contemplated in the Shareholders Agreement or this Agreement, except as may be bound; required under the Act or (B) result in a breach of state or constitute (alone provincial securities or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and"blue sky" laws. (ix) no Default Other than as permitted by the Act and the rules and regulations thereunder, such Selling Shareholder has not distributed and will not distribute any preliminary prospectus, the Prospectus or Event any other offering material in connection with the offering and sale of Default has occurred the Shares. (b) The Principal Shareholder and is continuing each of the Selling Shareholders agree with the Company and the Underwriters not to offer to, directly or existed immediately prior indirectly, sell, sell or contract to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for any shares of Common Stock, for a period of 90 days after the first date that any of the Common Shares are released by you for sale to the date public, without the prior written consent of Xxxxxxxxxx Securities, which consent may be withheld at the sole discretion of Xxxxxxxxxx Securities. Notwithstanding the foregoing, such shareholder may make bona fide gifts or transfers, effected through private transfers to family members of such shareholder or to trusts, all of the beneficiaries of which are family members of such shareholder, provided such donee agrees to be bound by the restrictions to which such shareholder has agreed to be bound pursuant to this Agreement or and any "lock-up" agreement to be executed by such Selling Shareholder and delivered to the Effective Date, or will exist immediately afterUnderwriters.

Representations & Warranties. To induce the holders Lenders to execute and deliver this Agreement, the Company Borrower hereby reaffirms to the Agent and each Lender that, as of the date hereof, its representations and warranties contained in Section 13.1 of the Credit Agreement, except to the extent such representations and warranties relate solely to an earlier date, are true and correct in all material respects and additionally represents, covenants and warrants to the Agent and each holder Lender (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that: (a) Schedule 5.1 Exhibit 1 contains an organizational chart of the Company and its Subsidiaries as at the Effective Date and a complete and correct list of its the Borrower’s Subsidiaries and the Restricted Subsidiaries as at the Effective First Amendment Date, showing, as to the Borrower and each Subsidiary, the correct name thereof, the jurisdiction of its organization, the jurisdictions where it has assets or carries on business, its predecessor entities in existence as at the date of this Agreement First Amendment Date (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company Borrower and each Subsidiary; (b) all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 Exhibit 1 as being owned by the Company Borrower and its Subsidiaries as at the Effective First Amendment Date have been validly issued, are fully paid and nonassessable and are owned by the Company Borrower or another Subsidiary free and clear of any Lien Security Interest (except as otherwise disclosed in such Schedule 5.1Exhibit 1); (c) as at the Effective First Amendment Date each Restricted Subsidiary identified in Schedule 5.1 Exhibit 1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership, trust or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective First Amendment Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) this Agreement, the Debenture, the Intercreditor Agreement, the Guarantee Agreement and the Consent amended and Acknowledgement restated guarantee of Guarantors attached hereto the Borrower referred to in Section 4.1(a)(iii) above, have been duly authorized, executed and delivered by each party thereto other than the holdersSecured Parties; (e) the Note Agreement and each NoteCredit Agreement, as amended by this Agreement, constitutes the Debenture, the Intercreditor Agreement, the Guarantee Agreement and the amended and restated guarantee of the Borrower referred to in Section 4.1(a)(iii) above each constitute a legal, valid and binding obligation of the Companyeach Loan Party party thereto, enforceable against it in accordance with its terms; (f) the execution, delivery and performance of this Agreement, the Debenture, the Intercreditor Agreement, the Guarantee Agreement and the amended and restated guarantee of the Borrower referred to in Section 4.1(a)(iii) (i) are within the corporate or partnership powers of the CompanyLoan Parties party thereto; (ii) do not require the authorization, consent or approval of any governmental authority or regulatory body or any agency, department or division of any thereofAdministrative Body; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulationapplicable Law, (2) any provision of its articles or by-lawslaws or partnership agreement, as applicable, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body Administrative Body to which it or any of its material assets is subject, or (4) any term, condition or provision of the Note Agreements, the Intercreditor Agreement, or any other indenture, agreement or other instrument to which it, the Trust a Loan Party or its Subsidiaries is a party or by which it, the Trust a Loan Party or any of its Subsidiaries’ properties or assets are or may be bound; or (B) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under the Note Agreements, the Intercreditor Agreement, or any other indenture, agreement or other instrument referred to in clause (iii)(A)(4) of this clause (f); and; (ig) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective First Amendment Date, or will exist immediately after.; (h) no default, or event of default has occurred and in continuing under the Note Purchase Agreements; (i) as at the First Amendment Date, all of the Outstanding Notes which remain unpaid as of the First Amendment Date, and the remaining outstanding principal balance thereof together with the list of the holders thereof, based on the register of the holders thereof maintained by the Borrower in accordance with the applicable Note Agreement, as set forth in Exhibit 2 hereto; (j) as of the First Amendment Date, no material actions, suits or other litigation proceedings have been commenced against the Borrower related to the Restatement Decision (as defined in the August Waiver), except as otherwise disclosed in writing to the Lenders; (k) on and after the First Amendment Date until the Security Release Date, each of the Security Documents creates, as security for the Obligations and the obligations under and in respect of the Note Agreements, a valid, enforceable and perfected Security Interest in the Collateral subject thereto, superior to and prior to the right of all third Persons (other than Permitted Encumbrances that under applicable Law rank in priority thereto) and subject to no other Security Interests (other than Permitted Encumbrances), in favor of the Collateral Agent, for the benefit of the Secured Parties. No filings or recordings are required in order to perfect the Liens created under any Security Documents, except for (i) filings or recordings which shall have been made, (ii) subject to Section 5.1(f), fixed charges on real property or (iii) for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof;

Representations & Warranties. To induce and Covenants of the holders to execute and deliver this Agreement, the Company represents, covenants and warrants to each holder (which representations, covenants and warranties shall survive the execution and delivery of this Agreement) that:------------------------------------------------ Purchaser. (a) Schedule 5.1 contains The Purchaser represents and warrants to, and covenants with, --------- the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an organizational chart investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Securities Act; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as Appendix I, for use in preparation of the Registration Statement, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statement; (v) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the Offering Materials and the representations and warranties of the Company contained herein; and its Subsidiaries as at (vi) the Effective Date and a complete and correct list Purchaser is an "accredited investor" within the meaning of its Subsidiaries and Rule 501 of Regulation D promulgated under the Restricted Subsidiaries as at the Effective Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, its predecessor entities in existence as at the date of this Agreement (if applicable), and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each Subsidiary;Securities Act. (b) The Purchaser hereby covenants with the Company not to make any sale of the Shares without satisfying the prospectus delivery requirement under the Securities Act, and the Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) the Shares have been sold in accordance with the Registration Statement, the Securities Act and the Rules and Regulations and any applicable state securities or blue sky laws and (B) the requirement of delivering a current prospectus has been satisfied. The Purchaser acknowledges that there may occasionally be times when the Company has the right to suspend the use of the prospectus forming a part of the Registration Statement in accordance with Section 7.2 below. The Purchaser hereby covenants that it will not sell any Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Purchaser written notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser written notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Purchaser further covenants to notify the Company promptly of the sale of all of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.1 as being owned by the Company and its Subsidiaries as at the Effective Date have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in such Schedule 5.1);Shares. (c) as at the Effective Date each Restricted Subsidiary identified in Schedule 5.1 is a corporation, partnership, trust or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organizationThe Purchaser further represents and warrants to, and is duly qualified as a foreign corporationcovenants with, partnershipthe Company that (i) the Purchaser has full right, trust or other legal entity andpower, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as authority and capacity to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As at the Effective Date each such Restricted Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact; (d) enter into this Agreement and to consummate the Consent transactions contemplated hereby and Acknowledgement of Guarantors attached hereto have been duly authorized, executed and delivered by each party thereto other than the holders; (e) the Note Agreement and each Note, as amended by this Agreement, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms; (f) has taken all necessary action to authorize the execution, delivery and performance of this Agreement (i) are within the corporate powers of the Company; Agreement, and (ii) do not require upon the authorizationexecution and delivery of this Agreement, consent or approval this Agreement shall constitute a valid and binding obligation of any governmental authority or regulatory body or any agencythe Purchaser enforceable in accordance with its terms, department or division of any thereof; (iii) do not and will not (A) contravene or conflict with (1) any law, statute, rule or regulation, (2) any provision of its articles or by-laws, (3) any judgment, order or decree of any court, tribunal or arbitrator, or any public, governmental or regulatory agency, authority or body to which it or any of its material assets is subject, or (4) any term, condition or provision of any indenture, agreement or other instrument to which it, the Trust or its Subsidiaries is a party or by which it, the Trust or any of its Subsidiaries’ properties or assets are or except as enforceability may be bound; limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (B) result regardless of whether such enforceability is considered in a breach proceeding in equity or at law) and except as the indemnification agreements of or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to the Purchaser in clause (iii)(A)(4) of this clause (f); and (i) no Default or Event of Default has occurred and is continuing or existed immediately prior to the date of this Agreement or the Effective Date, or will exist immediately afterSection 7.4 hereof may be legally unenforceable.