Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Due Authorization. The ​ has the legal capacity and authority to enter into this Agreement. All actions on the ​’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of the ​ hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of the ​ enforceable in accordance with its terms, except # as limited by applicable bankruptcy, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party.

Power and Authority; Due Authorization. The Borrower # has all necessary power, authority and legal right to # execute and deliver the Borrower Basic Documents, # carry out the terms of the Borrower Basic Documents and # grant the security interest in the Collateral on the terms and conditions herein provided and # has duly authorized by all necessary limited liability company action the execution, delivery and performance of the Borrower Basic Documents and the grant of the security interest in the Collateral on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Servicer # has all necessary power, authority and legal right to # execute and deliver the Servicer Basic Documents and # carry out the terms of the Servicer Basic Documents and # has duly authorized by all necessary corporate action the execution, delivery and performance of the Servicer Basic Documents.

Power and Authority; Due Authorization. It # has all necessary power and authority to execute, deliver and carry out the terms of the Basic Documents to which it is a party and # has duly authorized by all necessary action on its part the execution, delivery and performance of such Basic Documents.

Power and Authority; Due Authorization. It has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement.

Due Organization, Authorization; Power and Authority. Co-Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Co-Borrower’s business. In connection with this Agreement, Co-Borrower has delivered to Bank a completed certificate signed by Co-Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Co-Borrower represents and warrants to Bank that # Co-Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; # Co-Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; # the Perfection Certificate accurately sets forth Co-Borrower’s organizational identification number or accurately states that Co-Borrower has none; # the Perfection Certificate accurately sets forth Co-Borrower’s place of business, or, if more than one, its chief executive office as well as Co-Borrower’s mailing address (if different than its chief executive office); # Co-Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and # all other information set forth on the Perfection Certificate pertaining to Co-Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Co-Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Co-Borrower is not now a Registered Organization but later becomes one, Co-Borrower shall promptly notify Bank of such occurrence and provide Bank with Co-Borrower’s organizational identification number.

Corporate Power and Authority: Due Authorization. Cahas has all appropriate power and authority to execute and deliver this Agreement and to consummate all the transactions contemplated herein. No other proceedings on the part of Cahas are necessary to approve and authorize the execution and delivety of this Agreement and the consummation of the contemplated transactions. Assuming that this Agreement and each of Cahas’s Transaction Documents constitutes a valid and binding agreement of MTWD, this Agreement and each document generated and executed as a part of the contemplated transactions will constitute, when executed and delivered, a valid and binding agreement of’ Cahast enforceable against Cahas in accordance with its terms, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principles.

Each of the Guarantors authorizes the Administrative Agent, each Lender, each Cash Management Bank and each Hedge Bank without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to # renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Obligations or any part thereof in accordance with this Agreement and any Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, including any increase or decrease of the rate of interest thereon, # take and hold security from any Guarantor or any other party for the payment of this Guaranty or the Obligations and exchange, enforce waive and release any such security, # apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine, # release or substitute any one or more endorsers, Guarantors, the Borrowers or other obligors and # to the extent otherwise permitted herein, release or substitute any Collateral.