Common use of Supporting Documents Clause in Contracts

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

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company 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 Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity 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 an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 Directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Credit Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interests and Warrants and other Liens contemplated hereby or by the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing the Company executing Credit Agreement and the Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying as to the operations conditions set forth in Sections 4.01(k) and affairs of the Company as the Investors or their counsel reasonably may request4.01(l).

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Credit Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing the Company executing Credit Agreement and the Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company 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 Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of DelawareWashington, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization 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 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 the First Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the First Closing and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or (and any committees thereof) and the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Purchased Notes and Warrants and the reservation, issuance and delivery of the Warrant Preferred Shares, 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 Agreementeffect; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (D4) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreement, stock certificates representing the Purchased Notes and Warrants the Preferred Shares, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel such Purchaser may reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); (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 (iiiiv) such additional supporting documents and other information with respect an incumbency certificate of the Collateral Agent as to the operations person or persons authorized to execute and affairs deliver this Agreement, the Collateral Documents, and any other documents to be executed on behalf of the Company as Collateral Agent in connection with the Investors transactions contemplated hereby and the signatures of such person or their counsel reasonably may requestpersons.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Credit Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing the Company executing Credit Agreement and the Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Article III hereunder and in the other Loan Documents and made by it as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Agent shall have received copies for each of the following documentsLoan Parties: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation 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 state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company operating agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants other Liens contemplated hereby and by the reservationSecurity Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Such Purchaser shall have received copies of the following documents:supporting documents (in form and substance satisfactory to such Purchaser): (i) (A) the Certificate certificates of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of DelawareWashington, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation or organization 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 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 the Second Closing as to the continued good standing of the Company; (iii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated as of the date of the Second Closing and certifying: (A1) that attached thereto is a true true, correct and complete copy of each of the Certificate of Incorporation and By-laws of the Company as in effect on the date of such certificationcertification (each of which shall be in form and substance satisfactory to such Purchaser); (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or (and any committees thereof) and the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement the Documents and the Security Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesPurchased Notes, 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 Agreementeffect; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) above; and (D4) to the incumbency and specimen signature of each officer all officers of the Company executing any of this Agreementthe Documents, the Security Agreementcertificates representing the Purchased Notes, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); and (iiiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel such Purchaser may reasonably may request.

Supporting Documents. The Investors and their counsel On or prior to the Closing Date, the Agent shall have received copies of the following documentsdocuments satisfactory in form and substance to the Agent and counsel for the Agent and, as requested by the Agent, certified by appropriate corporate or governmental authorities: (ia) (A) a certificate of good standing of each Borrower certified by the Certificate Secretary of Incorporation State, or other appropriate governmental authority, of the Company, 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 of Delaware, and (B) 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 SecretaryFlorida; (iic) a copy of the articles of incorporation of each Borrower certified by the Secretary of State, or other appropriate governmental authority, of the State of Maryland, accompanied by a certificate from an appropriate officer of such Borrower that the copy is complete and that the articles of incorporation have not been amended, annulled, rescinded, or revoked since the date of the certificate of the Secretary of State or an Assistant Secretary of the Company dated the Closing and certifying: other appropriate governmental authority; (Ad) that attached thereto is a true and complete copy of the By-laws bylaws of the Company as each Borrower in effect on the date of this Agreement, accompanied by a certificate from an appropriate officer of such certification; (B) Borrower that attached thereto the copy is a true and complete 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 all resolutions adopted by of the Board of Directors or the shareholders of the Company each Borrower authorizing the execution, delivery delivery, and performance of this Agreement the Loan Documents and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Sharesborrowing 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 all such 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 respect and remain in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since on the date of the last amendment referred to in certificate; (f) an incumbency certificate containing the certificate delivered pursuant to clause (i)(B) above; names, titles, and (D) to the incumbency genuine signatures of all duly elected officers and specimen signature directors of each officer Borrower as of the Company executing any date of this Agreement, the Security Agreement, the Notes and Warrants and any accompanied by a certificate or instrument furnished pursuant hereto, and a certification by another from an appropriate officer of such Borrower that the Company as to the incumbency information is true and signature of the officer signing the certificate referred to in this clause (ii); andcomplete; (iiig) such additional supporting documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably Agent may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company such entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of Credit extensions hereunder (to the Company authorizing extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors date of the initial Loans or their counsel reasonably may requestinitial 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 Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower: (i) (A) the Certificate of Incorporation a copy of the CompanyBorrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date date, as to the due incorporation and good standing of the Company, Borrower (to the payment of all excise taxes by extent available in the Company applicable jurisdiction) and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company Borrower dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company Borrower 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 board of Directors or the shareholders directors of the Company Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and 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; (C) that the Certificate certificate of Incorporation incorporation of the Company Borrower has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Administrative Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company such entity dated the Closing date of the initial Loans hereunder and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors date of the initial Loans, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 On or prior to the Closing Date the Investors and their counsel shall have received copies of the following supporting documents: (ia) (A) the Certificate of Incorporation a copy of the Company, New Articles certified as of a recent date by the Secretary of State of the State of Delaware, and Ohio; (Bb) a certificate of said Secretary dated as of a recent date as to the due incorporation organization 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; (iic) a certificate of the Secretary or an Assistant Secretary comparable representative of the Company Company, dated the Closing Date and certifying: (A1) that attached thereto is a are true and complete copy copies of the By-laws New Articles and Regulations of the Company as in effect on the date of such certification; (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the Shareholders Agreement, the issuance, sale, and delivery of the New Class B Preferred and of the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery shares of Common Stock upon conversion of the Warrant SharesNew Class B Preferred, 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; (C3) that the Certificate of Incorporation New Articles of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bb) above; and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Shareholders Agreement, the Notes and Warrants certificate or certificates representing the New Class B Preferred and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iic); and (iiid) 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 or and their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Investors Purchasers and their counsel shall will have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, as amended, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) 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 Secretary or an Assistant Secretary of the Company dated the Closing and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of 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 the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreementand Pledge Agreements, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesWarrants, 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; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreementand Pledge Agreements, the Notes and Notes, the Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 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 Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or manager of the Company that entity as to the incumbency and signature of the officer or manager signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by by, that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company 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 or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceNotes to be executed by it, sale the Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants and security interest in the reservationLetter of Credit Account contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of the Company that entity executing any of this Agreement, the Security Agreement, Notes to be executed by it and the Notes and Warrants and Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors On or prior to the Second Closing Date, the Investor and their its counsel shall have received copies of the following supporting documents: (i) (A) copies of the Certificate of Incorporation Formation of the CompanyCompany (or Certificate of Incorporation if the Company has become a corporation), and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and Delaware Secretary; (B) a certificate of said the Delaware Secretary dated as of a recent date as to the due incorporation formation 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; (iiC) 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 continued good standing of the Company; and (D) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Second Closing Date and certifying: (A1) that attached thereto is a true and complete copy of the By-laws Amended Operating Agreement (or Certificate of 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 all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement, the Amended Operating Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants and Member Interests to be purchased by the reservation, issuance and delivery of the Warrant SharesInvestor, 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; (C3) that the Certificate of Incorporation Formation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(BB) above; and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, Amended Operating Agreement and the Notes and Warrants Registration Rights Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iivi); and (iii) . All such additional supporting documents shall be reasonably satisfactory in form and other information with respect substance to the operations Investor and affairs of the Company as the Investors or their counsel reasonably may requestits counsel.

Supporting Documents. The Investors and their counsel On or prior to the Closing Date, the Lender shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary good standing for the Company and each of its Subsidiaries from the secretary of state of the state of its organizational jurisdiction dated as of a recent date as to the due incorporation and good standing date; (ii) certified copies of the Company, the payment Certificate of all excise taxes by Incorporation and By-laws of the Company and listing all documents each of the Company on file with said Secretary; its Subsidiaries; (iiiii) 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: (Ax) that 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 Company and each Subsidiary which is a Guarantor, that attached thereto is a true and complete copy of the By-laws of 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 the Company or Guarantor, as the case may be, authorizing the execution, delivery and performance of this Agreement each Loan Document to which it is a party and the Security Agreement, the issuance, sale borrowings and delivery other extensions of the Notes and 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; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) abovecredit hereunder; and (Dz) with respect to the Company and each Subsidiary which is a Guarantor, the incumbency and specimen signature of each officer of the Company or Guarantor, as the case may be, executing any of this Agreement, the Security Agreement, the Notes and Warrants each Loan Document to which it is a party and any certificate certificates or instrument instruments furnished pursuant heretohereto or thereto, and a certification by another officer of 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 (ii); and (iiiiv) such additional supporting other documents and other information with respect to the operations and affairs of the Company as the Investors or their counsel Lender may reasonably may request.

Supporting Documents. The Investors and their counsel Agents shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s articles or certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of that entity and as to the Company, the payment of all excise taxes by the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate articles or certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Purchaser shall have received copies of the following documents: (ia) (A) the Certificate of Incorporation of the CompanyThe Charter, certified as of a recent date by the Secretary of State of the State of Delaware, and (in the form of EXHIBIT B) , together with a certificate of said Secretary dated as of a recent date as to the due incorporation legal existence and good standing of the CompanyCompany in the State of Delaware, and certificates of the payment Secretary of all excise taxes by 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 Company's qualification and listing all documents of the Company on file with said Secretary;good standing in such jurisdiction. (iib) a A certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Date and certifying: certifying (Ai) that attached thereto is a true and complete copy of the By-laws Bylaws of 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 or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementConvertible Notes, and the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; , and (Diii) to the incumbency and specimen signature signatures of each officer of the Company executing any this Agreement and the Convertible Notes on behalf of this Agreement, the Security Agreement, the Notes and Warrants Company and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (iib); and. (iiic) such additional supporting documents The acceptance, by CT Corporation System, of its appointment as agent for service of process pursuant to Section 7.9 of this Agreement and other information with respect to the operations and affairs of the Company as the Investors or their counsel reasonably may request.Section 9.6

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) in the Certificate of Incorporation case of the CompanySelling Shareholder Closing, a certified copy of the Existing Articles as of a recent date by and, in the Secretary of State case of the State Closing, a certified copy of Delawarethe Articles, and (B) a certificate of said Secretary status dated as of a recent date as to from the due incorporation and good standing Ministry of the Company, the payment of all excise taxes by Government Services (Ontario) stating that the Company is incorporated under the Business Corporations Act (Ontario) (the “OBCA”) and listing all documents of has not been discontinued or dissolved under the Company on file with said SecretaryOBCA; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of 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 and the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the Amalgamation, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion 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 Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Existing Articles has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, share certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors On or prior to the Closing Date the Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Certificate of Incorporation of the CompanyCompany (as the same shall be in effect after giving effect to the Merger), including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, which shall be substantially in the form of Exhibit D hereto, and (B2) a certificate of said Secretary Secretary, dated as of a recent date 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 relating to the Company on file with said Secretary;official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification (as the same shall be in effect after giving effect to the Merger), which shall be substantially in the form of Exhibit E hereto; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the Security AgreementMerger Agreements, the issuance, sale and delivery of the Notes CCW Shares, the issuance, sale and Warrants delivery by Centennial (as the corporation surviving the Merger) of the Centennial Shares and the reservation, issuance Note and delivery the performance of the Warrant Sharestransactions contemplated by the Merger Agreement, 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; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this AgreementAgreement and the Ancillary Agreements, the Security Agreementstock certificates representing the CCW Shares, the Notes Note and Warrants the stock certificates representing the Centennial Shares (on behalf of the corporation surviving the Merger) and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Purchaser shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Secretary, dated as of a recent date 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;Secretary and (C) a certificate of the Secretary of State of the State of New York, dated as of a recent date, as to the good standing of the Company in such state; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of 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 stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, including the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Purchased 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 Agreementhereby; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Investors Purchasers and their counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) 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 Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement, Amendment No. 1 to the Registration Rights Agreement, Amendment No. 1 to the Stockholders Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, 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 Agreementhereby and thereby; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, Amendment No. 1 to the Security Registration Rights Agreement, Amendment No. 1 to the Notes Stockholders Agreement and Warrants the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Investors Purchasers or their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity 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 an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Agent shall have received copies for each of the following documentsLoan Parties: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation 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 state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company operating agreement of the Company 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 or managers of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes Liens contemplated hereby and Warrants and by the reservationSecurity Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors Purchasers and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation Good Standing of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) 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 Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of 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 stockholders of the Company authorizing the execution, delivery and performance of this Agreement and Agreement, the Security Registration Rights Agreement, the Standstill Agreement, the Amendment No. 1 to Rights Agreement, the issuance, sale and delivery of the Notes Preferred Shares and the Warrants and the reservation, issuance and delivery of the Conversion Shares and 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 (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Registration Rights Agreement, the Notes Standstill Agreement, the Amendment No. 1 to Rights Agreement and Warrants the Warrants, and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Purchasers or their counsel reasonably may request.

Supporting Documents. The On or prior to the Closing Date the Investors and their special counsel shall have received copies of the following supporting documents: (ia) (A) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (Bb) 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; (iic) 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 continued good standing of the Company (d) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: : (A1) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company as in effect on the date of such certification; ; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale sale, and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Convertible Preferred Shares, 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; ; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bb) above; and and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificate or certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iid); and (iiie) 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 may request. All such documents shall be satisfactory in form and substance to the Investors and their counsel.

Supporting Documents. The Investors WCAS VII (on behalf of the Purchases and their its counsel shall have received copies of the following supporting documents: (i) (Ax) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (By) 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 Secretary or an a Assistant Secretary of the Company dated the Closing Date and certifying: certifying (Aw) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (Bx) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the Registration Rights Agreement Amendment, the Amended and Restated Stockholders Agreement, the Note and the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, 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 Agreementhereby and thereby; (Cy) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(x) above; and (Dz) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Registration Rights Agreement Amendment, the Amended and Restated Stockholders Agreement, the Notes Note and Warrants the stock certificates representing the Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Investors or Purchasers of their counsel may reasonably may requestrequest All such documents shall be satisfactory in form and substance to the Purchasers and their counsel.

Supporting Documents. The Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of Delaware, Delaware and (B) a certificate of said Secretary dated as of a recent date as to the Company’s due incorporation and good standing of and the Company, the ’s payment of all excise taxes by the Company franchise taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Company’s Secretary or an Assistant Secretary of the Company dated the applicable Closing and Date, certifying: (A) that attached thereto is a true true, correct and complete copy of the By-laws of the Company Bylaws as in effect on the date of such certificationcertification 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 or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Shares and the reservationWarrant, issuance and delivery the reservation of the Warrant Shares and the Preferred Stock Conversion Shares, and that all such resolutions are in full force and effect effect, have not been amended, modified or rescinded and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another authorized officer of 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 of the Company as the Investors Purchaser or their its counsel reasonably may request. All such documents shall be satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The On or prior to the Closing Date the Investors and their counsel shall have received copies of the following supporting documents: (ia) (A) the Certificate of Incorporation a copy of the CompanyExisting Articles, as amended hereunder, certified as of a recent date by the Secretary of State of the State of Delaware, and Ohio; (Bb) a certificate of said Secretary dated as of a recent date as to the due incorporation organization 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; (iic) a certificate of the Secretary or an Assistant Secretary comparable representative of the Company Company, dated the Closing Date and 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 the Company as in effect on the date of such certification; (B2) that attached thereto is a true true, correct and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale, and delivery of the New Class B Preferred and of the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery shares of Common Stock upon conversion of the Warrant SharesNew Class B Preferred, 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; (C3) that the Certificate of Incorporation Existing Articles, as amended hereunder, of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bb) above; and (D4) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, certificate or certificates representing the Notes and Warrants New Class B Preferred and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (iic); and (iiid) 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 or and their counsel may reasonably may request. All such documents shall be satisfactory in form and substance to the New Class B Investors and their counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower: (i) (A) the Certificate of Incorporation a copy of the CompanyBorrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date date, as to the due incorporation and good standing of the Company, Borrower (to the payment of all excise taxes by extent available in the Company applicable jurisdiction) and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company Borrower dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company Borrower 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 board of Directors or the shareholders directors of the Company Borrower or an authorized committee thereof authorizing the Borrowings hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and 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; (C) that the Certificate certificate of Incorporation incorporation of the Company Borrower has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Agents shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due its 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 Secretaryor formation; (ii) a certificate of the Secretary of State of the state of such entity’s incorporation or an Assistant formation, dated as of a recent date, as to the good standing of and as to the charter documents on file in the office of such Secretary of the Company dated State; (iii) a certificate of an appropriate officer of that entity certifying as of the Closing and certifying: Date (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 Directors, Board of Managers or Members, as applicable, of that entity authorizing the shareholders Borrowings and Letter of Credit extensions hereunder (to the Company authorizing extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 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 cure period or both, would be an Event of Default.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower, CPS and (with respect to item (iii) below only) the other Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by by, that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loan or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation and the by-laws of the Company 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 or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceNotes to be executed by it, sale the Loan Documents and delivery of the Notes and Warrants and the reservationany other documents required or contemplated hereunder or thereunder, 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; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above (or as currently in effect with respect to the Guarantors) and (D) as to the incumbency and specimen signature of each officer of the Company that entity executing any of this Agreement, the Security Agreement, Notes to be executed by it and the Notes and Warrants and Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their Purchaser Representative or the Purchasers' counsel shall have received copies of the following supporting documents: (i) (A) the Certificate Articles of Incorporation of the Company, Company certified as of a recent date by the Secretary of State of the State of Delaware, Missouri and (B) a certificate of said such Secretary dated as of a recent date State as to the due incorporation incorporation, existence 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 Secretaryofficial; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the By-laws Laws of the Company as in effect on the date of such certification; certification and (B) that attached thereto is a true and complete copy of all resolutions adopted by other than the Board of Directors or the shareholders filing of the Company authorizing the execution, delivery and performance Series B-1 Preferred Certificate of this Agreement Designation and the Security AgreementSeries B-2 Preferred Certificate of Designation, the issuance, sale and delivery of the Notes and 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; (C) that the Certificate Articles of Incorporation of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and ; (Diii) to certified copies of (A) all resolutions of the incumbency and specimen signature Board of each officer Directors of the Company executing any of relating to this Agreement, the Security AgreementAncillary Agreements, the Notes Osborn Acquisition Documents and Warrants the transactions contemplatex xxxxby and any certificate or instrument furnished pursuant hereto, thereby and a certification by another officer of (B) the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)Osborn Acquisition Documents; and (iiiiv) such additional axxxxxxnal officer's and secretary's certificates with respect to the Company and its Subsidiaries and other supporting documents and other information with respect to the operations and affairs of the Company such entities as the Investors Purchaser Representative or their the Purchasers' counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Purchaser Representative and the Purchasers' counsel.

Supporting Documents. The Investors On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Certificate of Incorporation of the CompanyCompany and all amendments thereto (including the Certificate of Designations, Preferences 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 of Delaware, and (B2) a certificate of said Secretary Secretary, dated as of a recent date 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 relating to the Company on file with said Secretary;official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, 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; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreementstock certificates representing the Series B Preferred Stock, the Notes and Warrants Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise franchise taxes by that entity and as to the Company and listing all charter documents of the Company that entity on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated as of the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale other Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants security interest in the Letter of Credit Account and the reservationEscrow Account and other Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto, if any, indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the Company executing other Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or manager of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors On or prior to the Closing Date the -------------------- Purchasers and their counsel shall have received copies of the following supporting documents: (i) copies of (A1) the Certificate of Incorporation of the CompanyCompany and all amendments thereto (including the Certificate of Designations, Preferences and Rights of the Preferred Stock), certified as of a recent date by the Secretary of State of the State of Delaware, and (B2) a certificate of said Secretary Secretary, dated as of a recent date 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 relating to the Company on file with said Secretary;official; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Company, dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesSecurities, 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; (C3) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreementstock certificates representing the Preferred Stock, the Notes and Warrants Warrant and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause paragraph (ii); and (iii) . All such additional supporting documents shall be satisfactory in form and other information with respect substance to the operations Purchasers and affairs of the Company as the Investors or their counsel reasonably may requestcounsel.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate of Incorporation a copy of the Companycertificate of incorporation of the Borrower and each of the Guarantors, as amended, certified as of a recent date by the Secretary of State of the State state or jurisdiction of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by by, that entity set forth in clause (i) above and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State or Governmental Authority; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity set forth in clause (i) above dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company 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 or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceNotes to be executed by it, sale the Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants and security interest in the reservationLetter of Credit Account contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State or Governmental Authority furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of the Company that entity executing any of this Agreement, and the Security Agreement, the Notes and Warrants and Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel On or prior to the date hereof, the Bank shall have received copies of the following supporting documents, all of which shall be satisfactory in form and substance to the Bank: (i) (A) the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (Ba) a certificate of said Secretary or certificates, dated as of a recent the date as to the due incorporation and good standing hereof, of the Company, the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretary; (iii) a certificate of the Secretary or an any Assistant Secretary of the Company dated the Closing and certifying: Borrower certifying (A) that attached thereto contained therein is a true and complete correct copy of certain resolutions adopted by the By-laws Board of Directors of the Company as Borrower authorizing the execution, delivery and performance of the Loan Documents and the performance of the obligations of the Borrower and the borrowings thereunder, which resolutions have not been altered or amended in any respect, and remain in full force and effect on the date of such certificationat all times since their adoption; (B) that attached thereto is a true and complete correct copy of all resolutions adopted by the Board Articles of Directors or the shareholders Incorporation of the Company authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant SharesBorrower, and that all such resolutions 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 the Secretary of State of the State of 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 are all no amendment thereto is pending which would in any way affect the resolutions adopted in connection with the transactions contemplated by this Agreement; (C) that the Certificate of Incorporation ability of the Company has not been amended since Borrower to enter into and perform the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveObligations contemplated hereby; and (D) to the incumbency and specimen signature signatures of each 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) another authorized officer of the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to Borrower certifying the incumbency and signature of the officer signing Secretary or Assistant Secretary of the certificate referred to in this clause (ii)Borrower; and (iiib) such additional supporting documents certificate or certificates of the Indiana and other information with respect Florida Secretaries of State dated as of a recent date, as to the operations and affairs good standing of the Company as the Investors or their counsel reasonably may requestBorrower.

Supporting Documents. The Investors and their counsel Agent shall have received copies of the following documentsfor each Borrower: (i) (A) the Certificate a copy of Incorporation such Borrower's articles certificate of the Companyincorporation, 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 state of Delaware, and (B) 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 Secretaryits organization; (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 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 or an Assistant Secretary assistant secretary of the Company such Borrower dated the Closing Date and certifying: certifying (Aa) that attached thereto is a true and complete copy of the Byby-laws laws, partnership agreement, limited liability company agreement or other operative document of the Company such Borrower as in effect on the date of such certification; Closing Date, (Bb) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors directors, general partner, managing member or other governing body of such Borrower authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions under this Agreement, the execution, delivery and performance of this Agreement and the Security Agreementother Loan Documents and the granting of the security interest in the Cash Collateral Account, the issuance, sale Concentration Account and delivery of the Notes each Depository Account and 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 other Liens contemplated by this Agreement; the Loan Documents, (Cc) that the Certificate charter documents of Incorporation of the Company has such Borrower have not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered pursuant to of the Secretary of State furnished under clause (i)(Bi) above; above and (Dd) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any other Loan Documents (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company such Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Agent shall have received copies for each of the following documentsCredit Parties: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation 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 state or province of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of that entity and as to the Company, the payment of all excise taxes by the Company and listing all charter documents of the Company on file in the office of such Secretary of State or certificate of status with said Secretary;respect to the Canadian Borrower, dated as of a recent date, as applicable; and (iiiii) a certificate of the Secretary or an Assistant Secretary of that entity dated as of the Company dated Effective Date substantially in the Closing form of Exhibit E and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or other formative or charter documents of the Company 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 or managing members (or comparable governing body), as applicable, of that entity authorizing the shareholders extensions of the Company authorizing credit hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation or other formative or charter documents of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State or other applicable Governmental Authority furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors Target and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, Acquirer certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation corporate and tax good standing of Acquirer, (C) the Company, the payment Articles of all excise taxes Incorporation of Acquirer Sub certified as of a recent date by the Company and listing all documents Secretary of State of the Company on file with State of Washington, and (D) a certificate of said SecretarySecretary dated as of a recent date as to the corporate and tax good standing of Acquirer Sub; (ii) a certificate certificates of the Secretary or an Assistant Secretary (or other officer or director executing such certificate) of the Company Acquirer and Acquirer Sub dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company such 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 and the shareholders (if any) of the Company such company authorizing the execution, delivery and performance of this Agreement and the Security Agreementother agreements contemplated hereby to which such company is a party, and the issuance, sale and delivery consummation of the Notes and Warrants Agreement and the reservation, issuance and delivery of the Warrant Sharesother agreements contemplated hereby to which such company is a party, 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; hereby, and (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer or director of the Company such company executing any of this Agreement, the Security Agreement, the Notes and Warrants Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer or director of the Company such company as to the incumbency and signature of the officer or director signing the certificate referred to in this clause (ii); and (iii) such additional similar supporting documents and other information with respect to the operations and affairs of the Company Acquirer and Acquirer Sub as the Investors Target or their its counsel may reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity 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 an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may request.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. 92544055_10

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Effective Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and Warrants and the reservationgranting of Liens contemplated hereby and by the other Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); andand 1005968021v14 (iii) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Effective Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel on behalf of the Investors, shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of DelawareColorado, and (B) 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 Secretary or an Assistant Secretary of the Company Company, dated the date of the Closing Date and the Second Closing, as the case may be, and certifying: (A) that attached thereto is a true and complete copy of the Byby-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all the resolutions adopted by the Board of Directors or the shareholders stockholders of the Company (if necessary) authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes Debentures and Warrants and the reservation, issuance and delivery of the Warrant Conversion 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 Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(BB) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes Debentures and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 , as counsel for the Investors or their counsel Investors, reasonably may request.

Supporting Documents. (a) The Investors Company shall have delivered to the Investor an opinion of counsel in form and content reasonably satisfactory to the Investor, or reaffirmation or reliance letter regarding an opinion previously delivered to the Investor. (b) The Investor and their counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation executed Voting Agreements from Xxxxx X. Xxxxxx and such other officers and directors as shall constitute not less than 20% of the Company’s outstanding shares of Common Stock, certified as which Voting Agreements shall specify that such persons shall vote in favor of a recent date by any required increases in the Secretary of State of Company’s authorized capital stock if any such increases in the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as Company’s authorized capital stock shall be required to be submitted to the due incorporation and good standing Company’s shareholders in order to permit the Investor to have sufficient outstanding shares of the Company, the payment ’s Common Stock into which to convert all or any portion of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryits outstanding Notes; (ii) a certificate of the Secretary or an Assistant of State of the state of incorporation of the Company and each of its Affiliates dated as of a date within three days prior to the Closing Date as to the corporate existence of the Company and each of its Affiliates and listing all documents of the Company and each of its Affiliates on file with such Secretary of State; (iii) a certificate of the Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true the Company’s and complete copy each GeoPharma Entity’s then-current Articles of the By-laws of the Company as in effect on the date of such certificationIncorporation and Bylaws; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company (and, as applicable, any other GeoPharma Entity) authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, and the issuance, sale and delivery of the Notes and Warrants Purchased Securities and the reservation, issuance and delivery of the Warrant Conversion 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; (C) that Agreement and the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveTransaction Documents; and (DC) to the incumbency and specimen signature of each officer of the Company and, as applicable, any other GeoPharma Entity executing any of this Agreement, the Security AgreementTransaction Documents, the Notes and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company and, as applicable, any other GeoPharma Entity as to the incumbency and signature of the officer signing the certificate referred to in this clause subsection (ii); (iv) such documents as shall be required to be delivered by the Company pursuant to Section 3.2 above; and (iiiv) such additional supporting documents and other information with respect to the operations and affairs of the Company and each other GeoPharma Entity as the Investors Investor or their the Investor’s counsel reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies for each of the following documentsBorrowers: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer or manager of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or manager of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); (iv) (A) a copy of the Reorganization Plan, substantially in the form of Exhibit A-1 and which is in all respects in form and substance satisfactory to the Administrative Agent and Lenders, and (B) all orders of the Bankruptcy Court approving the Reorganization Plan, this Agreement, the Commitment Letter and the Fee Letter, in form and substance acceptable to the Agents and the Lenders; and (iiiv) such additional supporting documents a copy of the Confirmation Order, substantially in the form of Exhibit A-2, entered by the Bankruptcy Court and other information which is in all respects in form and substance satisfactory to the Administrative Agent and the Lenders and which is in full force and effect and has been affirmed by the District Court Order; and (vi) a copy of the District Court Order, substantially in the form of Exhibit A-3, entered by the District Court which affirms the Confirmation Order and which is in all respects in form and substance satisfactory to the Administrative Agent and the Lenders and which is in full force and effect and the time to appeal the District Court Order or to seek review, rehearing or certiorari with respect to the operations District Court Order shall have expired and affairs of no appeal or petition for review, rehearing or certiorari with respect to the Company as Confirmation Order shall be pending other than the Investors or their counsel reasonably may requestInsurer Appeals and the MxXxxx Appeal.

Supporting Documents. The Investors Administrative Agent and their Collateral Agent (or counsel thereto) shall have received copies of the following documentsreceived: (i) the Amendment No. 1 Appraisal Report; (Aii) the Certificate a written opinion of Incorporation of Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel to the Company, certified as in a form reasonably satisfactory to the Administrative Agent; (iii) a written opinion of Xxxxx X. Xxxxxx, Associate General Counsel for the Company, in a recent date by form reasonably satisfactory to the Administrative Agent; (iv) a written opinion of Xxxxxx & Xxxxxxx LLP, special Delaware counsel to the Company, in a form reasonably satisfactory to the Administrative Agent; (v) a certificate of the Secretary of State of the State state of Delawarethe Company’s incorporation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iivi) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Amendment No. 1 Effective Date and certifying: certifying (Aa) that attached thereto is a true and complete copy of the Byby-laws of the Company as in effect on the date of such certification; , (Bb) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors or the shareholders directors of the Company or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and 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; (Cc) that the Certificate certificate of Incorporation incorporation of the Company has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Biv) above; , and (Dd) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiv); and); (iiivii) such additional supporting documents and other information with respect an Officer’s Certificate from the Company certifying (a) as to the operations and affairs accuracy of the representations and warranties set forth in Section 2 hereof and (b) that the Company as is in compliance, giving pro forma effect to the Investors or their counsel reasonably may request.Revolving Extensions of Credit on the Amendment No. 1 Effective Date (if any), with the Collateral Coverage Test;

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i1) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (B2) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (ii3) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company 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 or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Administrative Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or a senior officer of such entity; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of that entity and as to the Company, the payment of all excise taxes by the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that A)that attached thereto is a true and complete copy of the Byby-laws of the Company that entity as in effect on the date of such certification; , (B) that B)that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceNotes to be executed by it, sale the Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes and Warrants and security interest in the reservationCash Collateral Account contemplated hereby, issuance and delivery (C)that the certificate of the Warrant Shares, and incorporation of 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; (C) that the Certificate of Incorporation of the Company entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) D)as to the incumbency and specimen signature of each officer of the Company that entity executing any of this Agreement, the Security Agreement, Notes to be executed by it and the Notes and Warrants and Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Administrative Agent shall have received copies of in form and substance reasonably satisfactory to the following documentsAdministrative Agent: (i) (A) from the Certificate Borrower, a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delaware, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity and as to the Company, the payment of all excise taxes by the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) from the Borrower, a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing First Amendment Effective Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation and the by-laws of the Company 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 board of Directors or the shareholders directors of the Company that entity authorizing the execution, delivery and performance by it of this Agreement and the Security AgreementFirst Amendment, the issuance, sale and delivery of the Notes and 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; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this First Amendment or any other document delivered by it in connection herewith (in each case to the Company executing any of this Agreement, the Security Agreement, the Notes and Warrants and any extent such entity is a party to such document) (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity 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 from the Borrower, an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Section 3 of this First Amendment as though made by it on the Investors First Amendment Effective Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of such entity's incorporation or formation, dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company such entity dated the Closing date of the initial Loans or the initial Letters of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of Credit issuances hereunder (to the Company authorizing extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer's Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors date of the initial Loans or their counsel reasonably may requestinitial Letters of Credit, whichever first occurs, both before and after giving effect to such Loans or Letters of Credit and to the application of proceeds therefrom, 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 (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 such Loans or Letters of Credit and to the application of proceeds therefrom), (B) as to 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, and (C) as to other matters agreed between the Administrative Agent and the Borrower.

Supporting Documents. The Investors Target and their its counsel shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the Company, Acquirer certified as of a recent date by the Secretary of State of the State of DelawareNew York, and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation corporate and tax good standing of Acquirer, (C) the Company, the payment Certificate of all excise taxes Incorporation of Acquirer Sub certified as of a recent date by the Company and listing all documents Secretary of State of the Company on file with State of Arkansas and (D) a certificate of said SecretarySecretary dated as of a recent date as to the corporate and tax good standing of Acquirer Sub; (ii) a certificate certificates of the Secretary or an Assistant Secretary (or other officer or director executing such certificate) of the Company Acquirer and Acquirer Sub dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company such 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 and the shareholders (if any) of the Company such company authorizing the execution, delivery and performance of this Agreement and the Security Agreementother agreements contemplated hereby to which such company is a party, and the issuance, sale and delivery consummation of the Notes and Warrants Agreement and the reservation, issuance and delivery of the Warrant Sharesother agreements contemplated hereby to which such company is a party, 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; hereby, and (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer or director of the Company such company executing any of this Agreement, the Security Agreement, the Notes and Warrants Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer or director of the Company such company as to the incumbency and signature of the officer or director signing the certificate referred to in this clause (ii); and (iii) such additional similar supporting documents and other information with respect to the operations and affairs of the Company Acquirer and Acquirer Sub as the Investors Target or their its counsel may reasonably may request.

Supporting Documents. The Investors As of the First Installment Date, the -------------------- Purchaser and their its counsel shall have received copies of the following documentsdocuments and all changes, amendments or modifications thereto: (i) (A) the Certificate of Incorporation of the CompanyArticles, certified as of a recent date by the Secretary of State of the State of DelawareNevada, and (B) 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, and (C) the By-laws of the Company; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Closing Installment Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of 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 stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance and delivery of the Warrant Conversion 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 the Registration Rights Agreement; (C) that the Certificate of Incorporation of the Company has Articles have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsLoan Parties in form and substance reasonably satisfactory to the Administrative Agent: (i) to the extent available in the applicable jurisdiction, (Ax) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation (other than in respect of any entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of that entity and (By) a certificate of said Secretary good standing issued by the Registrar of Companies dated as of a recent date as to in respect of each Loan Party incorporated, registered or formed in 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 SecretaryCayman Islands; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate 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 the Company 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 board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation, registration or formation (or equivalent constitutional documents) of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or similar authorized person of the Company that entity 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 an Officer’s Certificate from the Borrowers certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties of all of the Loan Parties set forth in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Banks shall have received copies for each of the following documentsBorrowers: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company 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 or of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors Buyer and their its counsel shall have received copies of the following documents: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary Nevada 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 Biomune; and listing all documents (B) a certificate of the Company on file Secretary of State of Utah as to the good standing of Biomune with said Secretary;the State of Utah. (ii) a certificate of the Secretary or an Assistant Secretary of the Company Biomune dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Bylaws of the Company Biomune 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 the Company Biomune authorizing the execution, delivery and performance of this Agreement and the Security Agreement, the issuance, sale and delivery of the Notes and Warrants and the reservation, issuance and delivery of the Warrant Shares, Acquired Common Stock 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; (C) that the Certificate Biomune's Articles of Incorporation of the Company has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) above; and (D) to the incumbency and specimen signature of each officer of the Company Biomune executing any of this Agreement, and any of the Security Agreement, stock certificates representing the Notes and Warrants Acquired Common Stock and any certificate or instrument furnished pursuant hereto, hereto and a certification by another officer of the Company Biomune 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 Biomune as the Investors Buyers or their its counsel reasonably may request.

Supporting Documents. The Investors Purchasers and their counsel shall have received copies of the following documents: (a) (i) (A) the Certificate of Incorporation of the CompanyCertificate, certified as of a recent date by the Secretary of State of the State of DelawareNevada, and (Bii) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the CompanyCorporation. (b) (i) notice of Articles and Articles of Incorporation of EPOD, the payment and (ii) a Certificate of all excise taxes Good Standing as of a recent date by the Company and listing all documents Registrar of the Company on file with said Secretary;Companies (British Columbia). (iic) a certificate of the Secretary or an Assistant Secretary of the Company Corporation dated the as of such Closing and certifying: (Ai) that attached thereto is a are true and complete copy copies of the Certificate and By-laws of the Company 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 or the shareholders stockholders of the Company Corporation authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Purchase Securities and the reservation, issuance and delivery of the Corporation Conversion Shares and the Corporation 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 Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (Diii) to the incumbency and specimen signature of each officer of the Company Corporation executing any of this Agreementthe Transaction Documents, the Security Agreement, the Notes and Warrants and any certificate or instrument furnished pursuant heretohereto or thereto, and a certification by another officer of the Company Corporation as to the incumbency and signature of the officer signing the certificate referred to in this clause (c); (d) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of EPOD dated as of such Closing and certifying: (i) that attached thereto are true and complete copies of the Articles of Organization and By-laws (or similar organizational documents) of EPOD 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 or the stockholders of EPOD authorizing the execution, delivery and performance of the Transaction Documents, the issuance, sale and delivery of the Purchase Securities and the reservation, issuance and delivery of the EPOD Conversion Shares and the EPOD 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 the Transaction Documents; (iii) to the incumbency and specimen signature of each officer of EPOD executing any of the Transaction Documents, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of EPOD as to the incumbency and signature of the officer signing the certificate referred to in this clause (d); and (iiie) such additional supporting documents and other information with respect to the operations and affairs of the Company Corporation (and EPOD, as applicable) as the Investors Purchasers or their counsel reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's articles or certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate articles or certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors and their counsel Administrative Agent shall have received copies of the following documents: for each Loan Party: (i) (A) a copy of such entity's constituent documents, as amended up to and including the Certificate of Incorporation of the CompanyClosing Date, certified as of a recent date by the Secretary of State (or other applicable Governmental Authority) of the State jurisdiction of Delawaresuch entity's organization, and (Bii) a certificate of said such Secretary of State (or other applicable Governmental Authority) of such entity's jurisdiction of organization, dated as of a recent date date, as to the due incorporation and good standing of such entity and as to the Company, the payment of all excise taxes by the Company and listing all constituent documents of the Company on file with said Secretary; in the office of such Secretary of State (iior other applicable Governmental Authority), (iii) a certificate of the Secretary or an Assistant Secretary of the Company each such entity dated as of the Closing Date and certifying: certifying that (A) that attached thereto is a true and complete copy of the Byby-laws of the Company such 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 governing body of Directors or such entity authorizing the shareholders Borrowings and Letter of the Company authorizing 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 Security Agreement, the issuance, sale and delivery granting of the Notes and Warrants and Liens on the reservation, issuance and delivery of the Warrant SharesCollateral contemplated hereby, 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; without modification or amendment, (C) that the Certificate constituent documents of Incorporation of the Company has such entity have not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of the Company such entity executing this Agreement or any of this Agreement, the Security Agreement, the Notes and Warrants and other Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company 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; provided that the requirements under clauses (i), (ii); and ) and (iii) above shall be deemed to have been satisfied if the Administrative Agent receives a certificate of the Secretary or Assistant Secretary of each such additional supporting documents entity, satisfactory in form and other information with respect substance to the operations and affairs Administrative Agent in its sole discretion, dated as of the Company Closing Date and certifying that the items received pursuant to clauses (i), (ii) and (iii) of Section 4.01(a) of the Existing Credit and Guaranty Agreement have not changed as of the Investors or their counsel reasonably may requestClosing Date.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors: (i) (A) the Certificate a copy of Incorporation such entity's certificate of the Companyincorporation or formation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of such entity's incorporation or formation, dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company such entity dated the Closing date of the initial Loans or the initial Letters of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of Credit issuances hereunder (to the Company authorizing extent applicable), the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer's Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors date of the initial Loans or their counsel reasonably may requestinitial Letters of Credit, whichever first occurs, both before and after giving effect to such Loans or Letters of Credit and to the application of proceeds therefrom, 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 (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 such Loans or Letters of Credit and to the application of proceeds therefrom), (B) as to 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 and (C) as to other matters agreed between the Administrative Agent and the Borrower.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale UAL Term Loan Credit Agreement 2020 and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity 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 an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Purchasers shall have received copies of the following supporting documents: (i) (A1) copies of the Certificate of Incorporation of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, and (B2) 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 SecretarySecretary and (3) a telegram or facsimile from said Secretary as of 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 to the effect that no amendment to its Certificate of Incorporation (other than the Amendment) has been filed since the date of the certificate referred to in clause (2) above; (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (A1) that attached thereto is a are true and complete copy copies of the By-laws of the Company as in effect on the date of such certificationcertification and of the Amendment as filed with the Secretary of State of the State of Delaware; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the Security Registration Rights Agreement, the issuance, sale and delivery of the Notes and Warrants Purchaser Shares, and the reservationissuance, issuance exchange and delivery of the Warrant Shares, Exchange Shares 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 Registration Rights Agreement; (C3) that the Certificate of Incorporation of the Company has not been amended (except by filing of the Amendment) since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement and the Registration Rights Agreement, the Security Agreement, stock certificates representing the Notes and Warrants Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Investors Purchasers or their counsel may reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by applicable jurisdiction) and as to the Company and listing all charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 board of Directors directors, board of managers or members of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity 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 an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may request.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. Table of Contents

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsLoan Parties in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) to the Certificate extent available in the applicable jurisdiction, a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the state of such entity’s incorporation or formation (other 99 than in respect of any entity incorporated in the Cayman Islands), dated as of a recent date, as to the good standing of that entity and as to the charter documents on file in the office of such Secretary of State of Delaware, and (B) a certificate of said Secretary good standing issued by the Registrar of Companies dated as of a recent date as to in respect of each Loan Party incorporated, registered or formed in 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 SecretaryCayman Islands; (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate 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 the Company 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 board of Directors directors, board of managers or members (or similar managing body) of that entity authorizing the shareholders of the Company authorizing Borrowings hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes and Warrants and Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation, registration or formation (or equivalent constitutional documents ) of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above (if applicable), and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer or similar authorized person of the Company that entity 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 an Officer’s Certificate from each Loan Party certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties made by it contained in the Loan Documents as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors Purchaser and their its counsel shall have received copies of the following supporting documents: (i) (A1) copies of the Certificate of Incorporation Charter of the Company, and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, Tennessee and (B2) 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 Secretary or an Assistant Secretary of the Company dated the Closing Date and certifying: certifying (A1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certificationcertification and at all times since December 19, 1995; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and Agreement, the Security AgreementRegistration Rights Amendment, the issuance, sale and delivery of the Notes and the Warrants and the reservation, issuance and delivery of the Warrant Shares, 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, the Registration Rights Amendment and the Securities; (C3) that the Certificate of Incorporation Charter of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) as to the incumbency and specimen signature of each officer of the Company executing any of this Agreement, the Security Agreement, Registration Rights Amendment and the Notes and Warrants Securities and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Investors Purchasers or their counsel may reasonably may request. All such documents shall be reasonably satisfactory in form and substance to the Purchaser and its counsel.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower: (i) (A) the Certificate of Incorporation a copy of the CompanyBorrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date date, as to the due incorporation and good standing of the Company, Borrower (to the payment of all excise taxes by extent available in the Company applicable jurisdiction) and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company Borrower dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company Borrower 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 board of Directors or the shareholders directors of the Company Borrower or an authorized committee thereof authorizing the Borrowings and Letter of Credit issuances hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and 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; (C) that the Certificate certificate of Incorporation incorporation of the Company #90303017v26 55 Borrower has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(B‎(i) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii‎(iii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Administrative Agent shall have received copies of with respect to the following documentsBorrower: (i) (A) the Certificate of Incorporation a copy of the CompanyBorrower’s certificate of incorporation, as amended, certified as of a recent date by the Secretary of State of the State state of Delaware, and its incorporation or formation; (Bii) a certificate of said the Secretary of State of the state of the Borrower’s incorporation, dated as of a recent date date, as to the due incorporation and good standing of the Company, Borrower (to the payment of all excise taxes by extent available in the Company applicable jurisdiction) and listing all as to the charter documents of the Company on file with said Secretaryin the office of such Secretary of State; (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company Borrower dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws of the Company Borrower 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 board of Directors or the shareholders directors of the Company Borrower or an authorized committee thereof authorizing the Borrowings hereunder and the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery of the Notes and 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; (C) that the Certificate certificate of Incorporation incorporation of the Company Borrower has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of #10384228v33 the Company Borrower as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii)); and (iiiiv) such additional supporting documents and other information with respect an Officer’s Certificate from the Borrower certifying (A) as to the operations and affairs accuracy in all material respects of the Company representations and warranties contained in the Loan Documents as though made on and as of the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Initial Purchasers shall have received copies of the following documents: (i) (A) the Certificate Articles of Incorporation of the CompanyOrganization, certified as of a recent date by the Secretary of State the Commonwealth of the State Commonwealth of Delaware, Massachusetts and (B) 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 Secretary or an Assistant Secretary Clerk of the Company dated the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws Laws of 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 and/or the shareholders stockholders of the Company authorizing the execution, delivery and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes Shares and the Series G Warrants and the reservation, issuance and delivery of the Warrant Conversion 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 Agreementthe Transaction Documents; (C) that the Certificate Articles of Incorporation of the Company has Organization have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, certificates representing the Notes Shares and the Series G Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Initial Purchasers reasonably may request.

Supporting Documents. The Investors and their counsel Agent shall have received copies for each of the following documentsLoan Parties: (i) (A) the Certificate a copy of Incorporation such entity’s certificate of the Companyincorporation 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 state of Delaware, and its incorporation or formation; (Bii) a certificate of said such Secretary of State, dated as of a recent date date, as to the due incorporation and good standing of the Company, the and payment of all excise taxes by that entity and as to the Company and listing all charter documents of the Company on file with said Secretary;in the office of such Secretary of State; and (iiiii) a certificate of the Secretary or an Assistant Secretary of the Company that entity dated the Closing date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs, and certifying: certifying (A) that attached thereto is a true and complete copy of the Byby-laws or limited liability company operating agreement of the Company 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 or managers of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit extensions hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuance, sale Loan Documents and delivery any other documents required or contemplated hereunder or thereunder and the granting of the Notes security interest in the Letter of Credit Account and Warrants and the reservationother Liens contemplated hereby, 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; above and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer of the Company that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (iiiii); 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 Investors Purchaser and their its counsel shall have received copies of the following documents: (i) (A) the Amended Charter (including the Certificate of Incorporation Designations of the CompanyPreferred Shares), certified as of a recent date by the Secretary of State of the State of Delaware, and (B) a certificate of said Secretary dated as of a recent date as to the Company's due incorporation and good standing of and the Company, the 's payment of all excise taxes by the Company taxes, and listing all documents of the Company on file with said Secretary; (ii) a certificate of the Company's Secretary or an Assistant Secretary of the Company dated the Closing and Date, certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company Bylaws 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 and the Company's stockholders authorizing the Certificate of Directors or the shareholders of the Company authorizing Designations, the execution, delivery delivery, and performance of this Agreement and each of the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes and Warrants Preferred Shares and the reservation, issuance Dividend Shares and delivery the reservation of the Warrant Conversion Shares, and that all such resolutions are in full force and effect and are all the only resolutions adopted in connection with the transactions contemplated by this Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Amended Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi) (A) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes and Warrants Preferred Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 and its Subsidiaries as the Investors Purchaser or their its counsel reasonably may request.

Supporting Documents. The Investors and their counsel Administrative Agent shall have received copies with respect to each of the following documentsBorrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) the Certificate a certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State state of Delawaresuch entity’s incorporation or formation, and (B) a certificate of said Secretary dated as of a recent date date, as to the due incorporation and good standing of that entity (to the Company, extent available in the payment of all excise taxes by the Company and listing all documents of the Company on file with said Secretaryapplicable jurisdiction); (ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of the Company such entity dated the Closing Date and certifying: certifying (A) that attached thereto is a true and complete copy of the Bycertificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of the Company 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 Directors, board of managers or members of that entity authorizing the shareholders Borrowings and Letter of the Company authorizing Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement and the Security Agreement, the issuanceother Loan Documents and any other documents required or contemplated hereunder or thereunder, sale and delivery the granting of the Notes security interest in the Letter of Credit Account and Warrants and other Liens contemplated hereby or the reservationother Loan Documents (in each case to the extent applicable to such entity), 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; (C) that the Certificate certificate of Incorporation incorporation or formation of the Company that entity has not been amended since the date of the last amendment referred to in thereto indicated on the certificate delivered of the Secretary of State furnished pursuant to clause (i)(Bi) above; , and (D) as to the incumbency and specimen signature of each officer Responsible Officer of that entity executing this Agreement and the Company executing Loan Documents or any of this Agreement, the Security Agreement, the Notes and Warrants and any other document delivered by it in connection herewith or therewith (such certificate or instrument furnished pursuant hereto, and to contain a certification by another officer Responsible Officer of the Company that entity as to the incumbency and signature of the officer Responsible Officer signing the certificate referred to in this clause (ii)); and (iii) such additional supporting documents and other information with respect an Officer’s Certificate certifying (A) as to the operations and affairs truth in all material respects of the Company representations and warranties set forth in Article III hereunder and in the other Loan Documents and made by it as though made on the Investors Closing Date, except to the extent that any such representation or their counsel reasonably may requestwarranty 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 Investors and their counsel Xxxxx & Xxxxxxx, LLP, on behalf of the Investors, shall have received copies of the following documents: (i) (A) the Certificate of Incorporation of the CompanyCharter, certified as of a recent date by the Secretary of State of the State of DelawareColorado, and (B) 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 Secretary or an Assistant Secretary of the Company Company, dated the date of the Closing Date and the Second Closing, as the case may be, and certifying: (A) that attached thereto is a true and complete copy of the Byby-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all the resolutions adopted by the Board of Directors or the shareholders stockholders of the Company (if necessary) authorizing the execution, delivery and performance of this Agreement and the Security AgreementTransaction Documents, the issuance, sale and delivery of the Notes Debentures and Warrants and the reservation, issuance and delivery of the Warrant Conversion 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 Agreementthe Transaction Documents; (C) that the Certificate of Incorporation of the Company Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(BB) above; and (D) to the incumbency and specimen signature of each officer of the Company executing any of this Agreementthe Transaction Documents, the Security Agreement, stock certificates representing the Notes Debentures and Warrants and any certificate or instrument furnished pursuant hereto, and a certification by another officer of 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 Xxxxx & Schloss, LLP, as counsel for the Investors or their counsel Investors, reasonably may request.