Charter Documents. Copies of the articles or certificates of incorporation or other charter documents of such Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

Charter Documents. ​ has delivered or made available to Patriot and Bank a true and correct copy of the certificate of incorporation (including any certificate of designations), by-laws, or like organizational documents, each as amended to date, of ​. ​ is not in violation of any of the provisions of its organizational documents.

Amendment to Charter Documents. The Parties hereby authorize Sangre upon Closing to amend Sangre’s Articles of Organization and other Sangre documents that may be applicable to reflect the transactions contemplated herein.

Amendment Documents. Administrative Agent shall have received duly executed and delivered counterparts of each Amendment Document # in form, substance and date satisfactory to Administrative Agent and each Lender as required pursuant to the terms of the Credit Agreement, and # in such numbers as Administrative Agent or its counsel may reasonably request.

Maintenance of Charter. The Committee shall review and reassess the adequacy of this formal written Charter on at least an annual basis.

Neither any amendment to the formation documents of the [[Organization C:Organization]] nor any other charter document with respect to the [[Organization C:Organization]] has been filed, recorded or executed since ​ ​, ​, and no authorization for the filing, recording or execution of any such amendment or other charter document is outstanding.

Concurrent with the Effective Date, each member of the Viacom Board has, by executing this Settlement, executed a written consent amending the Viacom Bylaws in the form attached as Exhibit I.

#​ and ​ shall execute the Amended and Restated Convertible Secured Promissory Note in the principal amount of $199,645 in the form attached as Exhibit A to the ​/D2 Third Amendment Agreement (the “A&R ​ Secured Note”), which A&R ​ Secured Note shall amend and restate the Second Closing ​ Secured Note on the terms and conditions set forth therein;

BRPA A&R Charter. BRPA shall have adopted the BRPA A&R Charter.

Amendment of ABL Documents and Organizational Documents. Amend, supplement or otherwise modify # the ABL Credit Agreement or the other ABL Documents if such modification # would result in the Liens or Obligations created under the Loan Documents not being permitted under the ABL Documents, # would modify [Section 12.15] of the ABL Credit Agreement in a manner that is adverse to the interests of [[Organization B:Organization]] or # otherwise places restrictions on the Borrower or any of its Domestic Subsidiaries # providing Liens to secure, or any Guarantees to support, any Obligations created under Loan Documents or # making any payment, repayment or prepayment of any Obligations created under the Loan Documents (other than, in each case under this clause (iii), any such restrictions that, taken as a whole, are not less favorable to [[Organization B:Organization]] than the restrictions set forth in the ABL Documents as in effect on the Closing Date) or # any Organizational Document of the Borrower or any Subsidiary in a manner that is materially adverse to the interests of [[Organization B:Organization]].