Certificate. If the ​ claims any additional amounts pursuant to [Section 3.06], [Section 3.07] or [Section 3.09], as the case may be, it shall provide to the ​ a certificate setting forth such additional amounts payable pursuant to [Section 3.06], [Section 3.07] or [Section 3.09], as the case may be, and a reasonable explanation of such amounts which are due (provided that, without limiting the requirement that reasonable detail be furnished, nothing herein shall require the ​ to disclose confidential information relating to the organization of its affairs). Such certificate shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in [Sections 8.2(a), (b), (c) and (d)])])])] have been completed.

Certificate. The ​ shall have received a certificate of each ​ dated as of the Third Amendment Effective Date (in sufficient copies for each ​) executed by a Responsible Officer of such ​ # certifying and attaching the resolutions adopted by such ​ approving or consenting to the Revolving Facility Increase, the Revolving Facility Extension and this Amendment, # in the case of the ​, certifying that, before and after giving effect to the Revolving Facility Increase, # the representations and warranties contained in [Article V] of the Credit Agreement and the other Loan Documents are # with respect to representations and warranties that contain a materiality qualification, true and correct (subject to the materiality qualifications set forth therein) on and as of the Third Amendment Effective Date and # with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Third Amendment Effective Date, and the representations and warranties contained in subsections [[(a) and (b) of Section 5.05]5]] of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to [clauses (a) and (b)])], respectively, of [Section 6.01] of the Credit Agreement, and # no Default or Event of Default exists and # attaching evidence of the good standing, existence or its equivalent of such ​.

The Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Corporation after the Merger and as a wholly owned Subsidiary of BRPA. The Merger will be consummated in accordance with this Agreement and the DGCL immediately upon the filing of a certificate of merger between ​ (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, or at such other time as may be agreed by BRPA and the Company in writing and specified in such filings (the “Effective Time”). The effect of the Merger will be as provided in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and without any further action on the part of the Parties or the holders of any of the securities of the Company, all of the property, rights, privileges, powers, franchises, debts, liabilities, and duties of the Company and Merger Sub shall vest in the Surviving Corporation.

Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in [Section 8.14(a) or (b)])], as applicable, until the consummation of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with [Section 8.14(a) or (b)])], as applicable, within thirty (30) days of the consummation of such Permitted Acquisition, as such time period may be extended by the Administrative Agent in its sole discretion).

Merger, Etc. In case the Company, or any successor, shall be consolidated or merged with another company, or substantially all of its assets shall be sold to another company in exchange for stock, cash or other property with the view to distributing such stock, cash or other property to its shareholders, each of the shares of the Common Stock purchasable by this Warrant shall be replaced for the purposes hereof by the securities of the Company or cash or property issuable or distributable in respect of one share of the Common Stock of the Company, or its successors, upon such consolidation, merger, or sale, and adequate provision to that effect shall be made at the time thereof. Provided, however, notwithstanding anything herein contained to the contrary, in the event that the terms of any such consolidation, merger or sale call for the distribution of any cash or property to the shareholders of the Company, no cash or property shall be distributable to the Holder in connection with any unexercised portion of this Warrant, unless the Holder shall have exercised this Warrant pursuant to the terms of Paragraph 6 hereof and all other terms of this Warrant.

The Merger. In accordance with the provisions of, and subject to the terms and conditions of, this Agreement and Delaware Law, at the Effective Time (defined below), Merger Sub shall be merged with and into Holdco (the “Merger”), and HoldCo shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). HoldCo shall keep its name. Merger Sub and HoldCo are sometimes herein referred to as the “Constituent Corporations”.

Non-Merger. The covenants contained in the instruments made a part hereof by reference which are to be executed from time to time in connection with this loan are expressly adopted as covenants between the parties hereto as a part of this Agreement. The provisions of this Agreement shall not be merged into the execution of any note, mortgage or other instrument executed pursuant hereto, but shall continue to define the relationship of the parties hereto even after the execution of such instruments. The covenants contained in this Agreement are not in lieu of covenants contained in the instruments to be executed in connection herewith even though they may pertain to the same subject matters; rather, said covenants shall be cumulative of each other and shall be construed so as to not result in a conflict of terms, if possible, and only if a conflict cannot be so avoided will it then be considered that the express provisions of this Agreement shall be given controlling effect.

Merger Consideration. Subject to and in accordance with [Section 2.2]:

MERGER OR LIQUIDATION. In the event of a dissolution or liquidation of the Corporation, or a merger or consolidation in which the Corporation is not the surviving corporation, the Plan shall terminate upon the date of approval of such dissolution, liquidation, merger or consolidation by the Corporation’s shareholders. Unless a participant elects to exercise his/her purchase rights as provided in Paragraph 7 at any time prior to the date of approval by the shareholders of any dissolution, liquidation, merger or consolidation, upon such termination, all purchase rights under the Plan shall automatically lapse, and all payroll deduction accounts shall be refunded with interest to the participants as soon as practicable.