Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

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

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Sections 3.01 through 3.15 hereunder and in the other Loan Documents and made by it as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes a Default or an Event of Default.

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

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default.

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this the Credit Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account interests and other Liens contemplated herebyhereby or by the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this the Credit Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying as to the conditions set forth in Sections 4.01(k) and 4.01(l).

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower Loan Parties in form and substance reasonably satisfactory to the GuarantorsAdministrative Agent: (i) to the extent available in the applicable jurisdiction, (x) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; such entity’s incorporation or formation (ii) a certificate other than in respect of such Secretary of Stateany entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of and payment of taxes by that entity and (y) a certificate of good standing issued by the Registrar of Companies dated as to the charter documents on file of a recent date in respect of each Loan Party incorporated, registered or formed in the office of such Secretary of State; andCayman Islands; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation, registration or formation and the memorandum and articles of association, by-laws or limited liability company or other operating agreement (as the case may be) (or equivalent constitutional documents) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation incorporation, registration or formation (or equivalent constitutional documents) of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or similar authorized person of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrowers certifying (A) as to the accuracy in all material respects of the representations and warranties of all of the Loan Parties set forth in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, immediately after giving effect to the Transactions) and (B) as to the absence of any Early Amortization Event or an Event of Default occurring and continuing on the Closing Date immediately after giving effect to the Transactions.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationWashington, dated as of a recent date as to the due incorporation or organization and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate telegram, telex or other acceptable method of such confirmation from said Secretary of State, dated as of a recent date, the close of business on the next business day preceding the date of the First Closing as to the continued good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated as of the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Closing and certifying certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the byCertificate of Incorporation and By-laws of that entity as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and delivery of the Purchased Notes and the granting of the security interest Preferred Shares, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect; (C3) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (D4) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the stock certificates representing the Purchased Notes and the Loan Documents Preferred Shares, and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as such Purchaser may reasonably request.

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsLoan Parties: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date within 90 days of the ARCA Effective Date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby and by the Security Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default; and (iv) an incumbency certificate of the Collateral Agent as to the person or persons authorized to execute and deliver this Agreement, the Collateral Documents, and any other documents to be executed on behalf of the Collateral Agent in connection with the transactions contemplated hereby and the signatures of such person or persons.

Supporting Documents. The Agent Parent and Acquisition Corp. shall have received for each of the Borrower and the Guarantorsfollowing: (1) Copies of resolutions of the board of directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto. (2) A certificate, dated the Closing Date, executed by the Company’s Secretary, certifying that, except for the filing of the Certificate of Merger with the Secretary of State of Delaware: (i) a copy all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of such entity's certificate this Agreement and the Certificate of incorporationMerger and the consummation of the Merger shall have been duly made or obtained, as amendedand all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, certified governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents. (3) Evidence as of a recent date of the good standing and corporate existence of the Company issued by the Secretary of State of Delaware and evidence that the Company is qualified to transact business as a foreign corporation and is in good standing in each state of the United States and in each other jurisdiction where the character of the property owned or leased by it or the nature of its incorporation;activities makes such qualification necessary. (ii4) a certificate of such Secretary of State, dated as of a recent date, as Such additional supporting documentation and other information with respect to the good standing of transactions contemplated hereby as Parent and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Acquisition Corp. may reasonably request.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationWashington, dated as of a recent date as to the due incorporation or organization and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate telegram, telex or other acceptable method of such confirmation from said Secretary of State, dated as of a recent date, the close of business on the next business day preceding the date of the Second Closing as to the continued good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated as of the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Closing and certifying certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the byCertificate of Incorporation and By-laws of that entity as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) and the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and the granting delivery of the security interest Purchased Notes, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect; (C3) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (D4) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the certificates representing the Purchased Notes, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as such Purchaser may reasonably request.

Supporting Documents. The On or prior to the Closing Date, the Agent shall have received the following documents satisfactory in form and substance to the Agent and counsel for each of the Borrower and Agent and, as requested by the GuarantorsAgent, certified by appropriate corporate or governmental authorities: (ia) a copy of such entity's certificate of incorporationgood standing of each Borrower certified by the Secretary of State, as amendedor other appropriate governmental authority, of the State of Maryland; (b) a certificate of qualification of each Borrower to transact business in the State of Florida certified as of a recent date by the Secretary of State of the state State of its incorporationFlorida; (iic) a certificate copy of such the articles of incorporation of each Borrower certified by the Secretary of State, dated as or other appropriate governmental authority, of the State of Maryland, accompanied by a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office certificate from an appropriate officer of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) Borrower that the certificate copy is complete and that the articles of incorporation of that entity has have not been amended amended, annulled, rescinded, or revoked since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause or other appropriate governmental authority; (id) above and (D) as to a copy of the incumbency and specimen signature bylaws of each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such Borrower that entity executing this Agreement the copy is true and complete, and that the bylaws have not been amended, annulled, rescinded, or revoked since the date of the bylaws or the last amendment reflected in the copy, if any; (e) a copy of resolutions of the Board of Directors of each Borrower authorizing the execution, delivery, and performance of the Loan Documents and the borrowing thereunder, and specifying the officer or officers of such Borrower authorized to execute the Loan Documents, accompanied by a certificate from an appropriate officer that the resolutions are true and complete, were duly adopted at a duly called meeting in which a quorum was present and acting throughout, or were duly adopted by written action, and have not been amended, annulled, rescinded, or revoked in any other document delivered respect and remain in full force and effect on the date of the certificate; (f) an incumbency certificate containing the names, titles, and genuine signatures of all duly elected officers and directors of each Borrower as of the date of this Agreement, accompanied by it in connection herewith or therewith (such a certificate to contain a certification by another from an appropriate officer of such Borrower that entity the information is true and complete; (g) such additional supporting documents as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Agent may request.

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this the Credit Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this the Credit Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Article III hereunder and in the other Loan Documents and made by it as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes a Default or an Event of Default.

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as (to the charter documents on file extent available in the office of such Secretary of State; andapplicable jurisdiction); (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this the Credit Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this the Credit Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer Responsible Officer of that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Sections 3.01 through 3.15 hereunder and in the other Loan Documents and made by it as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes a Default or an Event of Default.

Supporting Documents. (a) The Agent Parent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as delivered to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) Company a certificate of the Secretary or an Assistant Secretary of that entity the Parent, dated the date Closing Date, certifying on behalf of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying Parent (Ai) that attached thereto is a true and complete copy of the byBy-laws Laws of that entity such Parent as in effect on the date of such certification, ; (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of that entity such Parent authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting consummation of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above Merger; and (Diii) as to the incumbency and specimen signature of each officer of that entity the Parent executing on behalf of such Parent this Agreement and the Loan Documents or any other document agreements related hereto. (b) Acquisition Corp. shall have delivered to the Company a certificate of the Secretary of Acquisition Corp., dated the Closing Date, certifying on behalf of Acquisition Corp. (i) that attached thereto is a true and complete copy of the By-Laws of such Acquisition Corp. as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by it in connection herewith or therewith the Board of Directors and stockholders of such Acquisition Corp. authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger; and (such certificate to contain a certification by another officer of that entity as iii) to the incumbency and specimen signature of each officer of Acquisition Corp. executing on behalf of such Acquisition Corp. this Agreement and the officer signing the certificate referred to in this clause (iii))other agreements related hereto.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit extensions hereunder, issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.

Supporting Documents. The Agent On or prior to the Closing Date the Investors and their special counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (ia) a copy copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation;Delaware (iib) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and the Company on file with said Secretary (c) a telegram or telex from said Secretary as of the close of business on the next business day preceding the Closing Date as to the charter documents on file in continued good standing of the office of such Secretary of State; andCompany (iiid) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A1) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Registration Rights Agreement, the Loan Documents issuance, sale, and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Convertible Preferred Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above and above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and the Loan Documents Registration Rights Agreement, the stock certificate or certificates representing the Preferred Shares and any other document delivered by it in connection herewith certificate or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiid)); and (e) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their special counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Investors and their counsel.

Supporting Documents. The Agent WCAS VII (on behalf of the Purchases and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, and (y) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an a Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Registration Rights Agreement Amendment, the Amended and any other documents required or contemplated hereunder or thereunder Restated Stockholders Agreement, the Note and the granting issuance, sale and delivery of the security interest Securities, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated hereby and other Liens contemplated hereby, thereby; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Registration Rights Agreement Amendment, the Amended and Restated Stockholders Agreement, the Note and the Loan Documents stock certificates representing the Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchasers of their counsel may reasonably request All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower Loan Parties in form and substance reasonably satisfactory to the GuarantorsAdministrative Agent: (i) to the extent available in the applicable jurisdiction, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; such entity’s incorporation or formation (ii) a certificate other than in respect of such Secretary of Stateany entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andState and a certificate of good standing issued by the Registrar of Companies dated as of a recent date in respect of each Loan Party incorporated, registered or formed in the Cayman Islands; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation, registration or formation and the memorandum and articles of association, by-laws or limited liability company or other operating agreement (as the case may be) (or equivalent constitutional documents) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation incorporation, registration or formation (or equivalent constitutional documents ) of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or similar authorized person of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from each Loan Party certifying (A) as to the accuracy in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions), (B) as to the absence of any Early Amortization Event or an Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions and (C) such other matters as agreed between the Borrowers and the Administrative Agent.

Supporting Documents. The Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing and the Company’s payment of all franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of such the Company’s Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderapplicable Closing Date, whichever first occurs, and certifying certifying: (A) that attached thereto is a true true, correct and complete copy of the by-laws of that entity Bylaws as in effect on the date of such certification, certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Shares and the granting Warrant, and the reservation of the security interest Warrant Shares and the Preferred Stock Conversion Shares, and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the Letter of Credit Account and other Liens only resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another authorized officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii) a certificate, executed by an officer of the Company, dated the applicable Closing Date, certifying to the fulfillment of the specific conditions set forth in Sections 4.01(b)), 4.01(c) hereto and to the fulfillment of all of the conditions in this Article IV in general. (iv) such additional supporting documents and other information with respect to the Company’s operations and affairs as the Purchaser or its counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer 1008536250v10 of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Second Restatement Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or manager of that entity as to the incumbency and signature of the officer or manager signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent UniHolding and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) NDA's Certificate of such entity's certificate of incorporation, as amendedIncorporation, certified as of a recent date by the Secretary of State of the state of its incorporation; Delaware and (iiB) a certificate of such the Secretary of State, State of the State of Delaware dated as of a recent date, date as to the due incorporation and good standing of and NDA, the payment of all excise taxes by that entity NDA and as to the charter listing all documents of NDA on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity NDA dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity NDA as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of that entity NDA authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Option Agreement, the Registration Rights Agreement and the granting Stockholders' Agreement, the issuance, sale and delivery of the security interest Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and other Liens contemplated herebythe Stockholders, Agreement; (C) that the certificate NDA's Certificate of incorporation of that entity Incorporation attached hereto as Exhibit C is in full force and effect and has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and amended; (D) no default, or occurrence or omission which, with notice or the passage of time or both, would result in an event of default under any agreement to which NDA is a party, shall have occurred or will occur as a result of the sale of Shares; and (E) to the incumbency and specimen signature of each officer of that entity NDA executing this Agreement, the Option Agreement, the Registration Rights Agreement, the Stockholders' Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain stock certificates representing the Shares and a certification by another officer of that entity NDA as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii))) such additional supporting documents and other information with respect to the operations and affairs of NDA as UniHolding or its counsel reasonably may request.

Supporting Documents. The Administrative Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, hereunder and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Loans, except to the extent that any such representation or warranty relates to a specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date after giving effect to the Consummation of the Plan of Reorganization and to the Transactions and (B) the absence of any event occurring and continuing, or resulting from the initial extensions of credit on the Closing Date that constitutes an Event of Default or event which, with giving of notice or passage of time or both, would be an Event of Default.

Supporting Documents. The Agent At the Closing, the Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (a) (i) a copy of such entity's certificate of incorporation, as amendedthe Charter, certified as of a recent date by the Secretary of State of the state Commonwealth of its incorporation; Massachusetts and (ii) a certificate (A) of such said Secretary of State, dated as of a recent date, date as to the good standing due incorporation and subsistence of the Company, and payment listing all documents of taxes by that entity the Company on file with said Secretary and (B) from the Secretary of State of the State of Delaware dated as of a recent date as to the charter due incorporation and subsistence of Bart▇▇▇, ▇▇d listing all documents on of Bart▇▇▇ ▇▇ file in the office of such Secretary of State; andwith said Secretary; (iiib) a certificate of the Secretary Clerk or an Assistant Secretary Clerk of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Ai) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors (the "Company Board") or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this AgreementAgreement and the Other Loan Documents, the Loan Documents issuance, sale, delivery, and any other documents required or contemplated hereunder or thereunder performance of the Note and the granting Warrant, and the reservation, issuance and delivery of the security interest Warrant Shares upon the exercise of the Warrant, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (Cii) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ia)(ii) above above; and (Diii) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Note, the Other Loan Documents, and the Loan Documents Warrant and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiib)); (c) the Purchaser shall have received an undated stock power for each such certificate representing shares of stock pledged pursuant to the Junior Subordinated Pledge Agreement, dated as of the Closing Date, between the Company and the Purchaser (the "Subordinated Pledge Agreement"),executed in blank by a duly authorized officer of the pledge thereof; (d) the Purchaser shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on Form UCC-1, necessary or, in the opinion of the Purchaser, desirable to perfect the security interests created by the Other Loan Documents and required by the Other Loan Documents have been completed; (e) a certificate from the Secretary or Assistant Secretary of Bart▇▇▇ ▇▇ the effect of the certificate deliverable by the Company pursuant to clause (b) above; and (f) such additional supporting documents and other information with respect to the operations of the Company as the Purchaser or its counsel may reasonably request.

Supporting Documents. The Agent Agents shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s articles or certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the articles or certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

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

Supporting Documents. The Agent On or prior to the Closing Date the Investors and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (ia) a copy of such entity's certificate of incorporation, as amended, the New Articles certified as of a recent date by the Secretary of State of the state State of its incorporationOhio; (iib) a certificate of such said Secretary of State, dated as of a recent date, date as to the due organization and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiic) a certificate of the Secretary or an Assistant Secretary comparable representative of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A1) that attached thereto is a are true and complete copy copies of the by-laws New Articles and Regulations of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true true, correct and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Shareholders Agreement, the issuance, sale, and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest New Class B Preferred and of the issuance, sale and delivery of shares of Common Stock upon conversion of the New Class B Preferred, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate New Articles of incorporation of that entity has the Company have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Shareholders Agreement, the certificate or certificates representing the New Class B Preferred and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiic)); and (d) such additional supporting documents and other information with respect to the operations and affairs of the Company as a majority in interest of the Investors and their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Agent On or prior to the Closing Date the Investors and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (ia) a copy of such entity's certificate of incorporationthe Existing Articles, as amendedamended hereunder, certified as of a recent date by the Secretary of State of the state State of its incorporationOhio; (iib) a certificate of such said Secretary of State, dated as of a recent date, date as to the due organization and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiic) a certificate of the Secretary or an Assistant Secretary comparable representative of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A1) that attached thereto is a are true and complete copy copies of the by-laws Existing Articles, as amended hereunder, and Regulations of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true true, correct and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents issuance, sale, and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest New Class B Preferred and of the issuance, sale and delivery of shares of Common Stock upon conversion of the New Class B Preferred, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Existing Articles, as amended hereunder, of incorporation of that entity has the Company have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ib) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the certificate or certificates representing the New Class B Preferred and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiic)); and (d) such additional supporting documents and other information with respect to the operations and affairs of the Company as a majority in interest of the Investors and their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Agent On or prior to the Second Closing Date, the Investor and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (iA) copies of the Certificate of Formation of the Company (or Certificate of Incorporation if the Company has become a copy of such entity's certificate of incorporationcorporation), as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state of its incorporationDelaware Secretary; (iiB) a certificate of such the Delaware Secretary of State, dated as of a recent date, date as to the due formation and good standing of the Company and payment listing all documents of taxes by that entity and the Company on file with said Secretary; (C) a confirmation from the Delaware Secretary as of the close of business on the next business day preceding the Second Closing Date as to the charter documents on file in continued good standing of the office of such Secretary of StateCompany; and (iiiD) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Closing Date and certifying certifying: (A1) that attached thereto is a true and complete copy of the by-laws Amended Operating Agreement (or Certificate of that entity Incorporation and Bylaws if the Company has become a corporation) of the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Amended Operating Agreement and the granting Registration Rights Agreement, the issuance, sale and delivery of the security interest Member Interests to be purchased by the Investor, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Formation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (iB) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Amended Operating Agreement and the Loan Documents Registration Rights Agreement and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiivi)). All such documents shall be reasonably satisfactory in form and substance to the Investor and its counsel.

Supporting Documents. The Agent Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (ia) a copy of such entity's certificate of incorporation, as amendedThe Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) Delaware, in the form of EXHIBIT B, together with a certificate of such said Secretary of State, dated as of a recent date, date as to the legal existence and good standing of the Company in the State of Delaware, and payment certificates of taxes by that entity and the Secretary of State of each jurisdiction in which the Company is qualified to do business as a foreign corporation dated as of a recent date as to the charter documents on file Company's qualification and good standing in the office of such Secretary of State; andjurisdiction. (iiib) a A certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or Company dated as of the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Ai) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity the Company as in effect on the date of such certification, (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance of this Agreement and the Convertible Notes, and the issuance, sale and delivery of the Conversion Shares, and that all such resolutions are in accordance full force and effect and are all of the resolutions adopted in connection with their respective terms of the transactions contemplated by this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (Diii) as to the incumbency and specimen signature signatures of each officer of that entity the Company executing this Agreement and the Loan Documents Convertible Notes on behalf of the Company and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (iii)b). (c) The acceptance, by CT Corporation System, of its appointment as agent for service of process pursuant to Section 7.9 of this Agreement and Section 9.6

Supporting Documents. The Administrative Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunderhereunder (to the extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Loans or initial Letter of Credit, whichever first occurs, except to the extent that any such representation or warranty relates to a specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date after giving effect to the Consummation of the Plan of Reorganization and to the Closing Date Transactions and (B) the absence of any event occurring and continuing, or resulting from the initial extensions of credit on the Closing Date that constitutes an Event of Default or event which, with giving of notice or passage of time or both, would be an Event of Default.

Supporting Documents. The Agent Purchaser shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, (iiB) a certificate of such said Secretary, dated as of a recent date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary and (C) a certificate of the Secretary of StateState of the State of New York, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file Company in the office of such Secretary of Statestate; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, including the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Purchased Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, ; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Purchased Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)ii).

Supporting Documents. The Agent On or prior to the Closing Date, the Lender shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as good standing for the Company and each of a recent date by its Subsidiaries from the Secretary secretary of State state of the state of its incorporation; (ii) a certificate of such Secretary of State, organizational jurisdiction dated as of a recent date, as to ; (ii) certified copies of the good standing Certificate of Incorporation and payment By-laws of taxes by that entity the Company and as to the charter documents on file in the office each of such Secretary of Stateits Subsidiaries; and (iii) a certificate of the Secretary or an Assistant Secretary of the Company and each of its Subsidiaries which is a Guarantor dated the Closing Date and certifying: (x) that entity dated neither the Certificates of Incorporation nor the By-laws of the Company and each of its Subsidiaries has been amended since the date of their certification (or if there has been any such amendment, attaching a certified copy thereof); (y) with respect to the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Company and certifying (A) that attached thereto each Subsidiary which is a true and complete copy of the by-laws of that entity as in effect on the date of such certificationGuarantor, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company or Guarantor, as the case may be, authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the each Loan Documents and any other documents required or contemplated hereunder or thereunder Document to which it is a party and the granting of the security interest in the Letter of Credit Account borrowings and other Liens contemplated hereby, (C) that the certificate extensions of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above credit hereunder; and (Dz) as with respect to the Company and each Subsidiary which is a Guarantor, the incumbency and specimen signature of each officer of that entity the Company or Guarantor, as the case may be, executing this Agreement each Loan Document to which it is a party and the Loan Documents any certificates or any other document delivered by it in connection herewith instruments furnished pursuant hereto or therewith (such certificate to contain thereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause Company; and (iii))iv) such other documents as the Lender may reasonably request.

Supporting Documents. The Agent Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Certificate of such entity's certificate Good Standing of incorporation, as amendedthe Company, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, and (B) a certificate of said Secretary dated as of a recent date as to the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of such the Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity the Company as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents Registration Rights Agreement, the Standstill Agreement, the Amendment No. 1 to Rights Agreement, the issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Preferred Shares and the granting Warrants and the reservation, issuance and delivery of the security interest Conversion Shares and the Warrant Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement; and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing any of this Agreement, the Registration Rights Agreement, the Standstill Agreement, the Amendment No. 1 to Rights Agreement and the Loan Documents Warrants, and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchasers or their counsel reasonably may request.

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsLoan Parties: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date within 90 days of the Closing Date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby and by the Security Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiy) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Aw) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, Amendment No. 1 to the Loan Documents and any other documents required or contemplated hereunder or thereunder Registration Rights Agreement, Amendment No. 1 to the Stockholders Agreement and the granting issuance, sale and delivery of the security interest Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated hereby and other Liens contemplated hereby, thereby; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(x) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, Amendment No. 1 to the Registration Rights Agreement, Amendment No. 1 to the Stockholders Agreement and the Loan Documents stock certificates representing the Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

Supporting Documents. The Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) (A) in the case of the Selling Shareholder Closing, a certified copy of such entity's certificate of incorporation, as amended, certified the Existing Articles as of a recent date by and, in the Secretary of State case of the state Closing, a certified copy of its incorporationthe Articles, and (B) a certificate of status dated as of a recent date from the Ministry of Government Services (Ontario) stating that the Company is incorporated under the Business Corporations Act (Ontario) (the “OBCA”) and has not been discontinued or dissolved under the OBCA; (ii) a certificate of such the Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the shareholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementthe Transaction Documents, the Loan Documents Amalgamation, the issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Preferred Shares and the granting reservation, issuance and delivery of the security interest Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Existing Articles has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the share certificates representing the Preferred Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser or its counsel reasonably may request.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by by, that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.

Supporting Documents. The Administrative Agent shall have received for with respect to each of the Borrower Co-Borrowers and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from each Co-Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantorsreceived: (i) a copy of such entitythe Borrower's certificate of incorporation, as amendedamended up to and including the Closing Date, certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the state jurisdiction of the Borrower's incorporation; provided that the Agent may, in its incorporationdiscretion, accept such certificate of incorporation of the Borrower certified by a Secretary or Assistant Secretary of the Borrower in lieu of certification by the Secretary of State (or other applicable Governmental Authority), subject to receipt of an undertaking from the Borrower to effect delivery of such documents certified by the Secretary of State (or other applicable Governmental Authority) promptly after the Closing Date; (ii) a certificate of such the Secretary of StateState (or other applicable Governmental Authority) of the Borrower's jurisdiction of incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower and as to the charter documents on file in the office of such Secretary of State; andState (or other applicable Governmental Authority); (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Borrower authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, and that such resolutions are in full force and effect without modification or amendment, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity the Borrower executing this Agreement and the or any other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such other documents as the Agent may reasonably request.

Supporting Documents. The Agent Agents shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors Directors, Board of Managers or Members of that entity authorizing the Borrowings and Letter of Credit extensions hereunderhereunder (to the extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Loans or initial Letter of Credit, whichever first occurs, except to the extent that any such representation or warranty relates to a specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date after giving effect to the Consummation of the Plan of Reorganization and to the Transactions and (B) the absence of any event occurring and continuing, or resulting from the initial Loans or initial Letter of Credit, whichever first occurs, that constitutes an Event of Default or event which, with giving of notice or passage of time or both, would be an Event of Default.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantorsreceived: (i) a copy of such entitythe Borrower's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationDelaware; (ii) a certificate of such the Secretary of StateState of Delaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower and as to the charter documents on file in the office of such the Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower, dated the date as of a recent date, delivered as part of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Certificate referred to in clause (iv) below and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Borrower authorizing (u) the Borrowings entry into the Congress Financial Facility and Letter the transactions contemplated thereby, (v) the amendment and restatement of the Existing Credit Agreement on the terms set forth herein, (w) the repayment of the Existing Revolving Loans and any accrued interest, fees, costs and expenses relating thereto and any other amounts owing pursuant to the Existing Credit Agreement, (x) the repayment of $92,000,000 of Existing Term Loans, (y) the issuance of the Back-to-Back Letters of Credit extensions hereunder, and (z) the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity the Borrower executing this Agreement Agreement, and the other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) receipt by the Agent of a closing certificate signed by an executive officer of the Borrower, substantially in the form of Exhibit F (the "Closing 45 Certificate"), with appropriate insertions and attachments satisfactory in form and substance to the Agent.

Supporting Documents. The Agent Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended(A) the Charter, certified as of a recent date by the Secretary of State of Texas, and (B) a certificate of said Secretary dated as of a recent date as to the state Company's due incorporation and listing all documents of its incorporationthe Company on file with said Secretary and a certificate of the Comptroller of the State of Texas as to the good standing and the Company's payment of all franchise taxes; (ii) a certificate of such the Company's Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderClosing Date, whichever first occurs, and certifying certifying: (A) that attached thereto is a true true, correct and complete copy of the by-laws of that entity Bylaws as in effect on the date of such certification, certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents (other than the Certificate of Incorporation), the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the G Shares and the granting of H Shares, and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the security interest only resolutions adopted in connection with the Letter of Credit Account and other Liens transactions contemplated hereby, by the Transaction Documents; (C) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above (except for the filing of the Statements of Resolution for the G Shares and the H Shares); and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the stock certificates representing the G Shares and the Loan Documents H Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant thereto, and a certification by another authorized officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); (iii))) a certificate, executed by an officer of the Company, dated the Closing Date, certifying to the fulfillment of the specific conditions set forth in Section 4.01(b) and (c) hereto and to the fulfillment of all of the conditions in this Article IV in general; and (iv) such additional supporting documents and other information with respect to the Company's operations and affairs as the Purchaser reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i1) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii2) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii3) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or a senior officer of such entity; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that A)that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that B)that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Cash Collateral Account and other Liens contemplated hereby, (C) that C)that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as D)as to the incumbency and specimen signature of each officer of that entity executing this Agreement Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for each of in form and substance reasonably satisfactory to the Borrower and the GuarantorsAdministrative Agent: (i) from the Borrower, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower, a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyFirst Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents First Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this First Amendment as though made by it on the First Amendment Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment), (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the First Amendment Effective Date, that constitutes a Default or an Event of Default and (C) that, after giving pro forma effect to the 2014 Revolving Commitments, the Borrower is in pro forma compliance with the covenant set forth in Section 6.09(a) of the Credit Agreement.

Supporting Documents. The Agent Banks shall have received for each of the Borrower and the GuarantorsBorrowers: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of such entity's certificate (1) the Certificate of incorporationIncorporation of the Company and all amendments thereto (including the Certificate of Designations, as amendedPreferences and Rights of the Preferred Stock), certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (ii2) a certificate of such Secretary of Statesaid Secretary, dated as of a recent date, as to the due incorporation and good standing of the Company, and payment of taxes by that entity and as listing all documents relating to the charter documents Company on file in the office of such Secretary of Statewith said official; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting issuance, sale and delivery of the security interest Securities, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Preferred Stock, the Warrant and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byCharter and By-laws of that entity the Company as in effect on the date of such certification, ; (B) as to the due incorporation and good standing of the Company and listing all documents of the Company on file with the Secretary of State of the State of New York; (C) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of that entity the Company approving the Charter Amendment, calling the Stockholders' Meeting and authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Notes, the Warrants, the Registration Rights Agreement and the granting ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Agreement, the issuance, sale and delivery of the security interest Notes and Warrants and the reservation, issuance and delivery of the Common Conversion Shares, Preferred Conversion Shares and the Preferred Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement, the Notes, the Warrants, contemplated by this Agreement, the Notes, the Warrants, the Registration Rights Agreement and other Liens contemplated hereby, the Stock Restriction Agreement; (CD) that the certificate of incorporation of that entity Charter has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (iB) above and above; (DE) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Notes, the Warrants, the Registration Rights Agreement or any of the Stock Restriction Agreement and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (i); (F) that the Company shall deliver to the Purchasers, as soon as practicable after the Closing, the Charter, certified as of a recent date by the Secretary of State of the State of New York and a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Treasurer of the Company dated the Closing Date and certifying as to the payment of all excise taxes by the Company; and (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchasers or their counsel reasonably may request.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's the certificate of incorporationincorporation of the Borrower and each of the Guarantors, as amended, certified as of a recent date by the Secretary of State of the state or jurisdiction of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by by, that entity set forth in clause (i) above and as to the charter documents on file in the office of such Secretary of StateState or Governmental Authority; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity set forth in clause (i) above dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or Governmental Authority furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement Agreement, and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent On or prior to the date hereof, the Bank shall have received for each the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of the Borrower certifying (A) that contained therein is a true and correct copy of certain resolutions adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the Guarantors: borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (iB) that attached thereto is a true and correct copy of the Articles of Incorporation of the Borrower, and that such entity's 34 39 Articles of Incorporation have not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; Indiana attached thereto; (C) that attached thereto is a true and correct copy of the Bylaws of the Borrower and that such Bylaws are in full force and effect and no amendment thereto is pending which would in any way affect the ability of the Borrower to enter into and perform the Obligations contemplated hereby; and (D) the incumbency and signatures of the officers of the Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by the Borrower in connection therewith, and (ii) a certificate another authorized officer of such the Borrower certifying the incumbency and signature of the Secretary or Assistant Secretary of State, the Borrower; and (b) certificate or certificates of the Indiana and Florida Secretaries of State dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))Borrower.

Supporting Documents. The Agent shall have received for each of the Borrower Borrower, CPS and (with respect to item (iii) below only) the other Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by by, that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans Loan or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens interests contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above (or as currently in effect with respect to the Guarantors) and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit extensions hereunder, issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the #90303017v26 55 Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i‎(i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii‎(iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity #10384228v33 the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions and (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions.

Supporting Documents. The Agent Initial Purchasers shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Articles of such entity's certificate of incorporation, as amendedOrganization, certified as of a recent date by the Secretary of State the Commonwealth of the state Commonwealth of its incorporationMassachusetts and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate Clerk of the Secretary or an Assistant Secretary of that entity Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Initial Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the byBy-laws Laws of that entity the Company as in effect on the date of such certification, ; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and/or the stockholders of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Shares and the granting Series G Warrants and the reservation, issuance and delivery of the security interest Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate Articles of incorporation of that entity has Organization have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(B) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the certificates representing the Shares and the Loan Documents Series G Warrants and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Initial Purchasers reasonably may request.

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsLoan Parties: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date within 90 days of the ARCA Effective Date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company operating agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Administrative Agent shall have received for in form and substance reasonably satisfactory to the Administrative Agent: (i) from each of the Borrower and the Guarantors: (i) Parent, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower and Parent, a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Fourth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyFourth Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement Fourth Amendment and the Loan Documents Slot and Gate Security Agreement Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower and Parent, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this Fourth Amendment as though made by it on the Fourth Amendment Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this Fourth Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the Fourth Amendment Effective Date, that constitutes an Event of Default.

Supporting Documents. The On or prior to the Closing Date, the Agent shall have received received, with a copy for each of the Borrower and the Guarantors: Lender, (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary good standing for the Company and each Corporate Guarantor from the secretary of State, state of the states of their organizational jurisdiction dated as of a recent date; (ii) certified copies of the certificate of incorporation, the by-laws, articles of organization, operating agreement or partnership agreement, as to applicable, of the good standing of Company and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of Stateeach Corporate Guarantor; and (iii) a certificate of the Secretary or an Assistant Secretary of the Company and of the Secretary, Assistant Secretary or member as applicable, of each Corporate Guarantor dated the Closing Date and certifying: (x) that entity dated neither the certificate of Incorporation, the by-laws, articles of organization, operating agreement or partnership agreement, as applicable, of the Company nor of any Corporate Guarantor has been amended since the date of the initial Loans their certification (or the initial Letter of Credit hereunderif there has been any such amendment, whichever first occurs, and certifying attaching a certified copy thereof); (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (By) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Company and by the board of directors or other governing body or Persons of each Corporate Guarantor authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance of each Loan Document to which it is a party and, with their respective terms of this Agreementrespect to the Company, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account borrowings and other Liens contemplated hereby, (C) that the certificate extensions of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above credit hereunder; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company and of each officer or other authorized Person of each Corporate Guarantor executing this Agreement and each Loan Document to which the Loan Documents Company or any other document delivered by it in connection herewith Corporate Guarantor is a party and any certificates or therewith (such certificate to contain instruments furnished pursuant hereto or thereto, and a certification by another officer of that entity the Company and each Corporate Guarantor as to the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause Company and each Corporate Guarantor; and (iii))iv) such other documents as the Agent may reasonably request.

Supporting Documents. The Administrative Agent shall have received for each of the Borrower and the Guarantors: Loan Party: (i) a copy of such entity's certificate of incorporationconstituent documents, as amendedamended up to and including the Closing Date, certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the state jurisdiction of its incorporation; such entity's organization, (ii) a certificate of such Secretary of StateState (or other applicable Governmental Authority) of such entity's jurisdiction of organization, dated as of a recent date, as to the good standing of and payment of taxes by that such entity and as to the charter constituent documents on file in the office of such Secretary of State; and State (or other applicable Governmental Authority), (iii) a certificate of the Secretary or an Assistant Secretary of that each such entity dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that such entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board governing body of Directors of that such entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in Liens on the Letter of Credit Account and other Liens Collateral contemplated hereby, and that such resolutions are in full force and effect without modification or amendment, (C) that the certificate constituent documents of incorporation of that such entity has have not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that such entity executing this Agreement and the or any other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that such entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such other documents as the Administrative Agent may reasonably request.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Second Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Second Restatement Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

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

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsBorrower: (i) a copy of such entityBorrower's articles certificate of incorporation, certificate of limited partnership, certificate of formation or other instrument of organization, in each case as amended, certified as of a recent date by the Secretary of State of the state of its incorporationorganization; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity such Borrower and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary secretary or an Assistant Secretary assistant secretary of that entity such Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (Aa) that attached thereto is a true and complete copy of the by-laws laws, partnership agreement, limited liability company agreement or other operative document of that entity such Borrower as in effect on the date of such certificationClosing Date, (Bb) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, general partner, managing member or other governing body of that entity such Borrower authorizing the Borrowings and Letter of Credit extensions hereunderunder this Agreement, the execution, delivery and performance in accordance with their respective terms of this Agreement, Agreement and the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Cash Collateral Account, the Concentration Account and each Depository Account and other Liens contemplated herebyby the Loan Documents, (Cc) that the certificate charter documents of incorporation of that entity has such Borrower have not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to under clause (i) above and (Dd) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity such Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsCredit Parties: (i) a copy of such entity's certificate of incorporationincorporation or certificate of formation, as applicable, as amended, certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the state or province of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of StateState or certificate of status with respect to the Canadian Borrower, dated as of a recent date, as applicable; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date as of the initial Loans or Effective Date substantially in the initial Letter form of Credit hereunder, whichever first occurs, Exhibit E and certifying (A) that attached thereto is a true and complete copy of the by-laws or other formative or charter documents of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managing members (or comparable governing body), as applicable, of that entity authorizing the Borrowings and Letter extensions of Credit extensions credit hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation or other formative or charter documents of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State or other applicable Governmental Authority furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

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

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby and by the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and 1006028216v17 (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsGuarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); (iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions), (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default and (C) the conditions set forth in Section 4.01(j) are satisfied; and (iv) an incumbency certificate of the Collateral Agent as to the person or persons authorized to execute and deliver this Agreement, the Collateral Documents, and any other documents to be executed on behalf of the Collateral Agent in connection with the transactions contemplated hereby and the signatures of such person or persons.

Supporting Documents. The Agent On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of such entity's certificate (1) the Certificate of incorporationIncorporation of the Company and all amendments thereto (including the Certificate of Designations, as amendedPreferences and Rights of the Series A Preferred Stock and Series B Preferred Stock), certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (ii2) a certificate of such Secretary of Statesaid Secretary, dated as of a recent date, as to the due incorporation and good standing of the Company, and payment of taxes by that entity and as listing all documents relating to the charter documents Company on file in the office of such Secretary of Statewith said official; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting issuance, sale and delivery of the security interest Securities, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Series B Preferred Stock, the Warrant and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent On or prior to the Closing Date, Buyer and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (A) copies of such entity's certificate the Articles of incorporationIncorporation of the Seller, as amendedand all amendments thereto, certified as of a recent date by the Secretary Maryland State Department of State Assessments and Taxation and (B) certificates of the state Maryland State Department of its incorporationAssessments and Taxation dated as of a recent date as to the due incorporation and good standing of the Seller; (ii) a certificate of such the Secretary or an Assistant Secretary of State, the Seller dated as the Closing Date and certifying: (A) that attached thereto is a true and complete copy of a recent datethe By-laws of the Seller, as in effect on the date of the adoption of the resolutions referred to in clause (B) below and on the good standing of and payment of taxes by that entity and as to the charter documents on file in the office date of such Secretary certification; (B) that attached thereto is a true and complete copy of Statethe resolutions adopted by the Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; and(C) that the Articles of Incorporation of the Seller has not been amended since the date of the certificate (iii) a certificate of the Secretary or an Assistant Secretary of that entity HMS dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity HMS, authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting of Ancillary Agreements and that all such resolutions are still in full force and effect and are all the security interest resolutions adopted in connection with the Letter of Credit Account transactions contemplated by this Agreement and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above Ancillary Agreements; and (DB) as to the incumbency and specimen signature of each officer of that entity HMS executing this Agreement and the Loan Documents Ancillary Agreements and any certificate or any other document delivered by it in connection herewith instrument furnished pursuant hereto or therewith (such certificate to contain thereto, and a certification by another officer of that entity HMS as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Seller and HMS, as appropriate, as the Buyer and its counsel may reasonably request.

Supporting Documents. (a) The Agent Company shall have delivered to the Investor an opinion of counsel in form reasonably satisfactory to the Investor and covering the matters set forth in Exhibit C hereto. (b) The Investor and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State of Delaware for the Company and the state of formation or incorporation for each of its incorporationSubsidiaries dated as of a recent date prior to the Initial Closing Date or Subsequent Closing Date, as applicable, as to the corporate existence of the Company and each of its Subsidiaries and listing all documents of the Company and each of its Subsidiaries on file with such Secretary of State; (ii) a certificate of such the Secretary of State, the Company dated as of a recent datethe Initial Closing Date or Subsequent Closing Date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occursapplicable, and certifying certifying: (A) that attached thereto is a true the Company’s and complete copy each Subsidiary’s then-current Articles or Certificate of the by-laws of that entity as in effect on the date of such certification, Incorporation and Bylaws; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting Transaction Documents, and the issuance, sale and delivery of the security interest Notes and the Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement and other Liens contemplated hereby, the Transaction Documents; and (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Transaction Documents, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (ii); (iii))) in connection with the Initial Closing Date, evidence of the closing of the transactions contemplated by the Loan Agreement; and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as any Investor or such Investor’s counsel reasonably may request.

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

Supporting Documents. The Agent On or prior to the Closing Date the Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of such entity's certificate (1) the Certificate of incorporationIncorporation of the Company and the charter documents of each of its subsidiaries, as amendedincluding all amendments thereto, certified as of a recent date by the Secretary of State or the appropriate official of the relevant state of its incorporation; , (ii2) a certificate certificates of such said Secretary of Stateor official, dated as of a recent date, as to the due incorporation and good standing of the Company and payment each such subsidiary, and listing all documents on file with said official, and (3) a telegram or facsimile from said Secretary or official as of taxes by that entity and the close of business on the next business day preceding the Closing Date as to the continued due incorporation and good standing of the Company and each such subsidiary and to the effect that no amendment to the respective charter documents on file in the office of such Secretary corporations has been filed since the date of Statethe certificate referred to in clause (2) above; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certificationcertification and at all times since May 20, 1993; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents designation, issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Series C Preferred Shares, the reservation, issuance and delivery of the Conversion Shares and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the stock certificates representing the Series C Preferred Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity said corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent Agents shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of StateState (provided that such good standing certificate for ▇▇▇▇▇▇▇.▇▇▇, Inc. shall be delivered to the Agents within 30 days of the Closing Date); and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent On or prior to the First Closing Date, the Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i1) a copy copies of such entity's certificate the Certificate of incorporationIncorporation of the Company, as amendedand all amendments thereto, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, (ii2) a certificate of such said Secretary of State, dated as of a recent date, date as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity the Company on file with said Secretary and (3) a telegram or telex from said Secretary as of the close of business on the next business day preceding the First Closing Date as to the charter documents on file continued due incorporation and good standing of the Company and to the effect that no amendment to its Certificate of Incorporation has been filed since the date of the certificate referred to in the office of such Secretary of State; andclause (2) above; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Registration Rights Agreement, and the granting Note, the sale of the security interest Note and the issuance, sale and delivery of the Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement and other Liens contemplated hereby, the Registration Rights Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above (2) above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement, the Registration Rights Agreement and the Loan Documents Note, the stock certificates representing the Shares and any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii))) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchasers or their counsel may reasonably request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent On or before the date hereof, there -------------------- shall have received for each of been delivered to the Borrower and Agent the Guarantorsfollowing supporting documents: (i) a copy long-form legal existence and corporate good standing certificates with respect to the Borrower and each of such entity's certificate of incorporation, as amended, certified the Guarantors dated as of a recent date issued by the appropriate Secretary of State or other official; (ii) certificates dated as of a recent date with respect to the due qualification of the Borrower and each of the Guarantors to do business in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect, issued by the Secretary of State of the state of its incorporationeach such jurisdiction; (iiiii) a certificate copies of such the corporate charters of the Borrower and each of the Guarantors, certified by the appropriate Secretary of State, dated as of a recent dateState or other officials, as to in effect on the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; anddate hereof; (iiiiv) a certificate of the Secretary or an Assistant Secretary of that entity dated the date Borrower certifying as to (a) the By-Laws of the initial Loans or the initial Letter of Credit hereunderBorrower, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date hereof; (b) the incumbency and signatures of such certification, the officers of the Borrower who have executed any documents in connection with the transactions contemplated by this Agreement; and (Bc) that attached thereto is a true and complete copy the resolutions of resolutions adopted by the Board of Directors of that entity the Borrower authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting making of the security interest in Loans hereunder, and the Letter of Credit Account execution and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date delivery of the last amendment thereto indicated on Notes and the other Loan Documents; (v) a certificate of the Secretary or Assistant Secretary of State furnished pursuant to clause (i) above and (D) each Guarantor certifying as to (a) the By-Laws of the such Guarantor, as in effect on the date hereof; (b) the incumbency and specimen signature signatures of each officer the officers of that entity executing this Agreement and the Loan Documents or such Guarantor who have executed any other document delivered by it documents in connection herewith or therewith with the transactions contemplated by this Agreement; and (such certificate to contain a certification by another officer of that entity as to c) the incumbency and signature resolutions of the officer signing Boards of Directors of such Guarantor authorizing the certificate referred execution, delivery and performance of the Subsidiary Guaranty and Subsidiary Security Agreement to which it is a party. (vi) all other information and documents which the Agent or its counsel may reasonably request in connection with the transactions contemplated by this clause (iii))Agreement.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower and the GuarantorsBorrower: (i) a copy of such entity's the Borrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such the Secretary of StateState of the state of the Borrower’s incorporation, dated as of a recent date, as to the good standing of and payment of taxes by that entity the Borrower (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Borrower dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity the Borrower as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity the Borrower or an authorized committee thereof authorizing the Borrowings hereunder and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebythereunder, (C) that the certificate of incorporation of that entity the Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity the Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) an Officer’s Certificate from the Borrower certifying (A) as to the accuracy in all material respects of the representations and warranties contained in the Loan Documents as though made on and as of the Closing Date, except to the extent that any such representation or warranty by its terms is made as of a different specified date, in which case such representation or warranty shall be or was true and correct in all material respects as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date), in each case before and after giving effect to the Transactions, (B) as to the absence of any Default or Event of Default occurring and continuing on the Closing Date before and after giving effect to the Transactions and (C) that the Borrower is in compliance, giving pro forma effect to the borrowing of the Term Loans, with the Collateral Coverage Test.

Supporting Documents. The Agent On or prior to the date hereof, the Bank shall have received for each the following supporting documents, all of which shall be satisfactory in form and substance to the Borrower and the GuarantorsBank: (a) a certificate or certificates, dated as of the date hereof, of (i) the Secretary or any Assistant Secretary of Borrower certifying (A) that attached thereto is a true and correct copy of certain resolutions adopted by the Board of Directors of Borrower authorizing the execution and delivery of the Loan Documents and the performance of Borrower's obligations thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect at all times since their adoption; (B) that attached thereto is a true and correct copy of the Certificate of Incorporation of Borrower, that such entity's Certificate of Incorporation has not been altered or amended, and no other charter documents have been filed, since the date of the filing of the last amendment thereto or other charter document as indicated on the certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation;Florida attached thereto; and (c) the incumbency and signatures of the officers of Borrower signing the Loan Documents and any report, certificate, letter or other instrument or document furnished by Borrower in connection therewith; and (iib) a certificate of such the Delaware Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and Borrower as to the charter documents on file in the office of such Secretary of State; and (iii) well as a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of from the Secretary of State furnished pursuant for Florida stating that Borrower is in good standing in such state and is authorized to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii))do business therein.

Supporting Documents. The Administrative Agent and the Lenders shall have received for each of received, with respect to the Borrower, the Borrower Parent, the Guarantor and the Subsidiary Guarantors: , in form and substance reasonably satisfactory to the Lenders: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of Stateentity’s incorporation or formation, dated as of a recent date, as to the good standing of and payment of taxes by that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from each of the Borrower and the Guarantor certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the 62 Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Event of Default.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's certificate of incorporationorganizational documents, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationorganization; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter organizational documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws laws, partnership agreement or operating agreement, as applicable, of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions or other authorizing documents adopted by the Board of Directors appropriate person or persons of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation organizational documents of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy copies of(1) the Certificate of such entity's certificate Incorporation of incorporationthe Company and each of its Subsidiaries, as amendedincluding all amendments thereto, certified as of a recent date by the Secretary of State of the state jurisdiction of its incorporation; incorporation of such corporation and (ii2) a certificate of such Secretary of StateSecretary, dated as of a recent date, as to the due incorporation and good standing of such corporation, and payment of taxes by that entity and as listing all documents relating to the charter documents Company or such Subsidiary, as the case may be, on file in the office of with such Secretary of Stateofficial; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certificationcertification and at all times since February 5, 1997; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Notes and the granting Ancillary Agreements, the issuance, sale and delivery of the security interest Securities and the amendment of the Company's Certificate of Incorporation pursuant to the Certificate of Amendment, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(2) above above; and (D4) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement Agreement, the Ancillary Agreements, the Initial Note, the stock certificates representing the Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iiiii)). All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent There shall have received been delivered to the Agent (with sufficient copies for each of the Borrower Closing Date Banks) such information and copies of documents, approvals (if any) and records (certified where appropriate) of corporate and legal proceedings as the Guarantors: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as Agent or any Bank may have reasonably requested relating to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderParties' entering into, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery issuance and performance in accordance with their respective terms of this Agreement, the Loan Documents and the other agreements and documents related thereto to which each is a party. Such documents shall, in any other event, include: (a) on or before September 13, 2002, certified copies of the Charter Documents of each of the Credit Parties designated by the Agent and certificates of existence and good standing for each of the Credit Parties designated by the Agent which were not delivered on the Closing Date; (b) certificates of authorized officers of each of the Credit Parties designated by the Agent, certifying the corporate resolutions of each such entity relating to the entering into and performance of the aforesaid documents required or contemplated hereunder or thereunder to which such entity is a party and the granting transactions contemplated thereby; (c) certificates of authorized officers of each of the security interest in Credit Parties designated by the Letter of Credit Account and other Liens contemplated herebyAgent, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as with respect to the incumbency and specimen signature signatures of each their respective officers or representatives authorized to execute such documents and any other documents and papers, and to take any other action, in connection therewith; (d) a certificate of an authorized officer of that entity executing this Agreement Holding and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another an authorized officer of that entity the Borrower certifying, as to the incumbency and signature of the officer signing Closing Date, compliance with the certificate conditions of Section 6and also the absence of any Material Adverse Changes of the type referred to in this clause Section 6.17; (iii))e) a certificate of an authorized officer of Holding and an authorized officer of the Borrower certifying, (as to Holding, the Borrower and each of their Subsidiaries) that the representations and warranties with respect to Holding, the Borrower and each of their Subsidiaries contained in Section 10 hereof are true and correct as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time and certifying (as to such entities) the absence of any Material Adverse Changes; and (f) on or before September 13, 2002, a certificate of an authorized officer of Holding and an authorized officer of the Borrower certifying, as of the date of such certificate, compliance with the conditions of Section 6 to be complied with on or before September 13, 2002.

Supporting Documents. The Administrative Agent shall have received for in form and substance reasonably satisfactory to the Administrative Agent: (i) from each of the Borrower and the Guarantors: (i) Parent, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower and Parent, a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Third Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyThird Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Third Amendment, the SRG Security Agreement Amendment and the Loan Documents Slot and Gate Security Agreement Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower and Parent, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this Third Amendment as though made by it on the Third Amendment Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this Third Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the Third Amendment Effective Date, that constitutes an Event of Default.

Supporting Documents. The Administrative Agent shall have received for each of in form and substance reasonably satisfactory to the Borrower and the GuarantorsAdministrative Agent: (i) from the Borrower, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower, a certificate of the Secretary or an Assistant Secretary (or similar officer) of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyFirst Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents First Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this First Amendment as though made by it on the First Amendment Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the First Amendment Effective Date, that constitutes an Event of Default.

Supporting Documents. The Agent On or prior to the Closing Date, the -------------------- Principal Contributors, the Management Contributors, the Attorneys in Fact and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy The Certificate of such entity's certificate Incorporation of incorporation, as amendedthe Company, certified as of a the most recent date practicable prior to the Closing Date by the Secretary of State of the state State of its incorporationDelaware; (ii) a A certificate of such said Secretary of State, dated as of a the most recent date, date practicable prior to the Closing Date as to the due incorporation and good standing of the Company and payment of taxes by that entity and as to the charter listing all documents on file in the office of such Secretary of State; andwith said official; (iii) a A certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A1) that attached thereto is a true and complete copy of the by-laws of that entity the Company as in effect on the date of such certification, certificate; (B2) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, (x) the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder Agreement and the granting Ancillary Agreements, and (y) the issuance and delivery of the security interest Shares, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account resolutions adopted in connection with the transactions contemplated by this Agreement and other Liens contemplated hereby, the Ancillary Agreements; (C3) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished referred to in this Certificate delivered pursuant to clause (i) above ii); and (D4) as to the incumbency and specimen signature of each officer the officers of that entity the company executing this Agreement Agreement, the Ancillary Agreements, the stock certificates representing the Shares and the Loan Documents any certificate or any instrument furnished pursuant thereto; and (iv) Such additional and supporting documents and other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as information with respect to the incumbency operations and signature affairs of the officer signing Company as the certificate referred Principal Contributors and their counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to in this clause (iii))the Principal Contributors and their counsel.

Supporting Documents. The Agent On or prior to the Closing Date the Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing supporting documents: (i) a copy (x) copies of such entity's certificate the Certificate of incorporation, as amendedIncorporation, certified as of a recent date by the Secretary of State of the state State of its incorporation; Delaware, and (iiy) a certificate of such said Secretary of State, dated as of a recent date, as to the due incorporation and good standing of the Company and payment listing all documents of taxes by that entity and as to the charter documents Company on file in the office of such Secretary of State; andwith said Secretary; (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Aw) that attached thereto is a true and complete copy of the byBy-laws of that entity the Company as in effect on the date of such certification, ; (Bx) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this AgreementAgreement and each of the Related Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Securities, and that all such resolutions are still in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by this Agreement; (Cy) that the certificate Certificate of incorporation Incorporation of that entity the Company has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(y) above above; and (Dz) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement and each of the Loan Documents Related Documents, the stock certificate or certificates representing the Securities and any other document delivered by it in connection herewith certificate or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii))) supporting documents as provided above in clauses (i) and (ii) on behalf of Hallmark, HEI and HEDC and such additional supporting documents and other information with respect to the operations and affairs of the Company as the Purchaser or its counsel may reasonably request. All such documents shall be reasonably satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The Agent Such Purchaser and its counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (i) a copy (A) the Charter and the Certificate of such entity's certificate Designation of incorporation, as amendedthe Preferred Shares, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware and (B) a certificate of said Secretary dated as of a recent date as to the Company's due incorporation and good standing and the Company's payment of all franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of such the Company's Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunderClosing Date, whichever first occurs, and certifying certifying: (A) that attached thereto is a true true, correct and complete copy of the by-laws of that entity Bylaws as in effect on the date of such certification, certification and that no amendments or modifications to such Bylaws have been authorized; (B) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors of that entity and the Company's stockholders authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementeach of the Transaction Documents, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder and the granting delivery of the security interest Purchased Shares, and that all such resolutions are in full force and effect, have not been amended, modified or rescinded and are the Letter of Credit Account and other Liens only resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Documents; (C) that the certificate Charter and Certificate of incorporation of that entity has Designation have not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (ii)(A) above above; and (D) as to the incumbency and specimen signature of each officer of that entity the Company executing this Agreement any of the Transaction Documents, the stock certificates representing the Preferred Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant thereto, and a certification by another authorized officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii); and (iii))) a certificate, executed by an officer of the Company, dated the Closing Date, certifying to the fulfillment of the specific conditions set forth in Section 4.01(b) and (c) hereto and to the fulfillment of all of the conditions in this Article IV in general. (iv) such additional supporting documents and other information with respect to the Company's operations and affairs as the Purchasers or their counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Agent shall have received for each of the Borrower and the GuarantorsLoan Party: (i) a copy of such entity's the certificate of incorporationincorporation of such Loan Party, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity such Loan Party set forth in clause (i) above and as to the charter documents on file in the office of such Secretary of State; and (iii) a certificate of executed by the President or any Vice President and the Secretary or an Assistant Secretary of that entity such Loan Party dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occursClosing Date, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity such Loan Party as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors (or in the case of that entity Holdings, authorized pursuant to the Reorganization Plan and the Confirmation Order) of (1) in the case of the Borrower, the Borrower authorizing the Borrowings requesting of the Loans and Letter the issuance of Letters of Credit extensions hereunder, and (2) in the case of each Loan Party (including the Borrower), such Loan Party authorizing the execution, delivery and performance in accordance with their respective terms of this Agreement, the each Loan Documents Document to be executed by it and any other documents required or contemplated hereunder or thereunder and thereunder, the granting of the security interest in the Letter of Credit Account and other Liens interests contemplated hereby, and any other matters as reasonably requested by the Agent and the Lenders, (C) that the certificate of incorporation of that entity such Loan Party has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of that entity such Loan Party executing this Agreement Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity such Loan Party as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).

Supporting Documents. The Agent On or prior to the Closing Date, the Purchaser and the Guarantor shall have received for each provided or caused to be provided to the Seller and its counsel copies of the Borrower and the Guarantorsfollowing supporting documents: (iA) a copy (I) the charter documents of such entity's certificate of incorporation, as amended, the Purchaser and the Guarantor certified as of a recent date by the Secretary of State of the state each such entity's jurisdiction of its incorporation; , and (iiII) a certificate of such the applicable Secretary of State, dated as of a recent date, State as to the due incorporation and good standing of the Purchaser and payment of taxes by that entity and the Guarantor, as to the charter documents on file in the office of such Secretary of State; andcase may be; (iiiB) a certificate of the Secretary or an Assistant Secretary of that entity the Purchaser and the Guarantor, dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (AI) that attached thereto is a true and complete copy of the by-laws Bylaws of that entity the Purchaser and the Guarantor, as applicable, as in effect on the date of such certification; (II) that the Certificate of Incorporation of the Purchaser and the Guarantor, as applicable, have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (BA)(II) above; (III) that attached thereto is a true and complete copy of the resolutions adopted by the Board of Directors of that entity the Purchaser and adopted by an authorized committee of the Board of Directors of the Guarantor, as applicable, authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery delivery, and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above ; and (DIV) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of each officer of the officer signing Purchaser or the Guarantor that has executed or is executing this Agreement or any certificate referred or other document delivered in connection with the Closing; and (C) such additional supporting documents as the Seller or its counsel may reasonably request. All such documents shall be satisfactory in form and substance to in this clause (iii))the Seller and its counsel.

Supporting Documents. The Agent Such Purchaser shall have received for each copies of the Borrower following supporting documents (in form and the Guarantors:substance satisfactory to such Purchaser): (i) a copy certificates of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state State of its incorporationDelaware, dated as of a recent date as to the due incorporation or organization and good standing of the Company and listing all documents of the Company on file with said Secretary; (ii) a certificate telegram, telex or other acceptable method of confirmation from said Secretary as of the close of business on the next business day preceding the date of such Secretary of State, dated as of a recent date, Subsequent Closing as to the continued good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andCompany; (iii) a certificate of the Secretary or an Assistant Secretary of that entity the Company, dated as of the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, such Subsequent Closing and certifying certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the by-laws Certificate of that entity Incorporation and By- Laws as in effect on the date of such certification, certification (Beach of which shall be in form and substance satisfactory to such Purchaser); (2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of that entity the Company authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder the issuance, sale, and the granting delivery of the security interest Preferred Shares, and that all such resolutions are still in the Letter of Credit Account full force and other Liens contemplated hereby, effect; (C3) that the certificate Certificate of incorporation of that entity Incorporation has not been amended since the date of the last amendment thereto indicated on referred to in the certificate of the Secretary of State furnished delivered pursuant to clause (i) above above; and (D4) as to the incumbency and specimen signature of each officer all officers of that entity the Company executing this Agreement the Documents, the certificates representing the Preferred Shares, and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); and (iv) such additional supporting documents and other information with respect to the operations and affairs of the Company as such Purchaser may reasonably request.

Supporting Documents. The Administrative Agent shall have received for each of with respect to the Borrower Loan Parties in form and substance reasonably satisfactory to the GuarantorsAdministrative Agent: (i) to the extent available in the applicable jurisdiction, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; such entity’s incorporation or formation (ii) a certificate other than in respect of such Secretary of Stateany entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; andState and a certificate of good standing issued by the Registrar of Companies dated as of a recent date in respect of each Loan Party incorporated, registered or formed in the Cayman Islands; (iiiii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation, registration or formation and the memorandum and articles of association, by-laws or limited liability company or other operating agreement (as the case may be) (or equivalent constitutional documents) of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyhereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation incorporation, registration or formation (or equivalent constitutional documents ) of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or similar authorized person of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) an Officer’s Certificate from Parent Guarantors and the Borrowers certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Transactions), (B) as to the absence of any event occurring and continuing, or resulting from the Transactions, that constitutes an Early Amortization Event or an Event of Default and (C) such other matters as agreed between the Borrowers and the Administrative Agent.

Supporting Documents. The Agent Purchasers and their counsel shall have received for each copies of the Borrower and the Guarantorsfollowing documents: (ia) a copy of such entity's certificate of incorporation, as amended, certified compliance issued by Industry Canada official dated as of a recent date by as to the Secretary of State due incorporation and good standing of the state of its incorporationCorporation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and (iiib) a certificate of the Secretary or an Assistant Secretary of that entity the Corporation dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying certifying: (Ai) that attached thereto is a true and complete copy of the by-laws Amended Articles and the bylaws of that entity the Corporation as in effect on the date of such certification, ; (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the shareholders of that entity the Corporation authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreementthe Transaction Agreements, the Loan Documents issuance, sale and any other documents required or contemplated hereunder or thereunder delivery of the Purchased Shares and the granting reservation, issuance and delivery of the security interest Conversion Shares, and that all such resolutions are in full force and effect and are all the Letter of Credit Account and other Liens resolutions adopted in connection with the transactions contemplated hereby, by the Transaction Agreements; (Ciii) that the certificate of incorporation of that entity has not been amended since Amended Articles (as attached thereto) are in full force and effect, unamended, to the date of thereof, and that no proceedings have been taken or are pending to amend, supplement, surrender or cancel the last amendment thereto indicated on Amended Articles as at the certificate of the Secretary of State furnished pursuant to clause (i) above date thereof; and (Div) as to the incumbency and specimen signature of each officer of that entity the Corporation executing this Agreement any of the Transaction Agreements, the share certificates representing the Purchased Shares and the Loan Documents any certificate or any other document delivered by it in connection herewith or therewith (such certificate to contain instrument furnished pursuant hereto, and a certification by another officer of that entity the Corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause (b); (c) a certificate of compliance issued by Industry Canada official dated as of a recent date as to the due incorporation and good standing of each of SunOpta; (d) a certificate of the Secretary or an Assistant Secretary of SunOpta dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the articles and the bylaws of SunOpta as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of SunOpta authorizing the execution, delivery and performance of this Agreement, the issuance, sale and delivery of the Purchased Warrants and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; and (iii) to the incumbency and specimen signature of each officer of the Corporation executing this Agreement, the share certificates representing the Purchased Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause (c)); and (e) such additional supporting documents and other information with respect to the operations and affairs of the Corporation as the Lead Purchaser may reasonably request.

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

Supporting Documents. The Administrative Agent shall have received for each of in form and substance reasonably satisfactory to the Borrower and the GuarantorsAdministrative Agent: (i) from the Borrower, a copy of such entity's certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporation; (ii) a certificate of such Secretary of StateDelaware, dated as of a recent date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iiiii) from the Borrower, a certificate of the Corporate Secretary or an Assistant Corporate Secretary (or similar officer) of that such entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, First Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms by it of this Agreement, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and other Liens contemplated herebyFirst Amendment, (C) that the certificate of incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents First Amendment or any other document delivered by it in connection herewith or therewith (in each case to the extent such entity is a party to such document) (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iii) from the Borrower, an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in Section 3 of this First Amendment as though made by it on the First Amendment Effective Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the transactions contemplated hereby to occur on the First Amendment Effective Date, that constitutes a Default or an Event of Default.

Supporting Documents. The Administrative Agent shall have received for the Borrower and each of the Borrower and the Guarantorsother Credit Parties: (i) a copy of such entity's certificate of incorporation, as amended, certified as of a recent date the Closing Date by the Secretary of State of the state of its incorporationincorporation or a senior officer of such entity; (ii) a certificate of such Secretary of State, dated as of a recent datethe Closing Date, as to the good standing of and payment of taxes by that entity and as to the charter documents on file in the office of such Secretary of State; and; (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying (A) that attached thereto is a true and complete copy of the by-laws of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the Notes to be executed by it, the Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Cash Collateral Account and other Liens contemplated hereby, (C) that the certificate of 104 incorporation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement Agreement, the Notes to be executed by it and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)); (iv) a certificate of the Secretary of State of each state where each such entity is qualified to do business, dated as of a recent date as to the good standing of that entity in such state; (v) a duly-executed compliance certificate in the form attached as Exhibit H; and (vi) all certificates and filings evidencing and effectuating that portion of the Combination Transaction to occur on or about the Plan Effective Date, including, without limitation, file-stamped copies of certificates of merger for all Subsidiaries of BI or the Borrower (including, without limitation, Dostra) contemplated by the Confirmed Plan to be merged with BI or the Borrower on or about the Plan Effective Date.

Supporting Documents. The Agent shall have received for each of the Borrower and the Guarantors: (i) a copy of such entity's ’s certificate of incorporationincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the state of its incorporationincorporation or formation; (ii) a certificate of such Secretary of State, dated as of a recent date, as to the good standing of and payment of franchise taxes by that entity and as to the charter documents of that entity on file in the office of such Secretary of State; and (iii) a certificate of the Secretary or an Assistant Secretary of that entity dated the date as of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or limited liability company agreement of that entity as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors or managers of that entity authorizing the Borrowings and Letter of Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder and the granting of the security interest in the Letter of Credit Account and the Escrow Account and other Liens contemplated hereby, (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto thereto, if any, indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer or manager of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii)).