Contract analysis

Section 1 — Organization and Good Standing The Company is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on April 28, 2025, and has at all times since such date maintained its existence and good standing under Delaware law. Th

Section 2 — Organizational Documents True, correct, and complete copies of the following organizational documents of the Company are attached hereto as the exhibits referenced below, and each such document remains in full force and effect as of the Closing Date, without amendment, modification, restatement, supplement, termination, or waiver except as expressly set forth therein: (a) Exhibit A: Certificate of Formati

Section 3 — Authorization The execution, delivery, and performance by the Company of the Mezzanine Loan Agreement, the Pledge and Security Agreement, dated as of even date herewith (the "Pledge Agreement"), and each of the other Mezzanine Loan Documents to which the Company is a party (collectively, the "Mezzanine Loan Documents"), and the consummation of the transactions contemplated thereby, including, without limi

Section 4 — Execution and Delivery; Enforceability Each Mezzanine Loan Document to which the Company is a party has been (or, to the extent to be executed on the Closing Date, will be on the Closing Date) duly executed and delivered by the Company, acting through its duly authorized Manager or other authorized signatory identified in Section 8 below. The execution and delivery of each such Mezzanine Loan Document was

Section 5 — Representations and Warranties All representations and warranties made by the Company in the Mezzanine Loan Agreement and in each other Mezzanine Loan Document to which the Company is a party are true, correct, and complete in all material respects as of the Closing Date, with the same force and effect as if each such representation and warranty were made on and as of the Closing Date, except to the exten

Section 6 — No Default No Default or Event of Default (as each such term is defined in the Mezzanine Loan Agreement) has occurred and is continuing under the Mezzanine Loan Agreement or any other Mezzanine Loan Document as of the Closing Date. No Default or Event of Default would result from (a) the making of the initial advance of the Mezzanine Loan on the Closing Date, (b) the execution, delivery, or performance of

Section 7 — No Conflicts The execution, delivery, and performance by the Company of the Mezzanine Loan Documents to which the Company is a party, and the consummation of the transactions contemplated thereby, do not and will not: (a) violate, conflict with, or result in a breach or contravention of any provision of the Certificate of Formation or the LLC Agreement of the Company, or any resolution, consent, or other

Section 8 — Incumbency and Authorized Signatories The undersigned hereby certifies the name, title, and true and genuine specimen signature of each person authorized to execute the Mezzanine Loan Documents and any other documents, instruments, certificates, or notices on behalf of the Company in connection with the Mezzanine Loan. Each of the persons identified below holds the office or position set forth opposite su

Section 9 — No Litigation There is no action, suit, proceeding, claim, inquiry, investigation, or arbitration, at law or in equity, pending or, to the best of the undersigned's knowledge after due and diligent inquiry, threatened against or affecting the Company, its Sole Member (in its capacity as such), or the Pledged Collateral, before or by any court, governmental authority, regulatory body, administrative agency

Section 10 — Solvency As of the Closing Date, and immediately after giving effect to the Mezzanine Loan, the receipt of the initial advance of the Mezzanine Loan proceeds, the granting of the pledge of the Pledged Collateral, and the consummation of all other transactions contemplated by the Mezzanine Loan Documents: (a) the Company is solvent and will continue to be solvent; (b) the fair saleable value of the assets

Section 11 — Additional Matters The undersigned further certifies as follows: (a) Conditions Precedent. All conditions precedent to the initial advance of the Mezzanine Loan set forth in Section 4.1 of the Mezzanine Loan Agreement have been satisfied, or will be satisfied contemporaneously with the Closing Date, in each case to the extent required to be satisfied on or prior to the Closing Date. (b) No Material Adver

Section 12 — Reliance This Manager's Certificate is delivered to the Mezzanine Lender with the full understanding and express acknowledgment that the Mezzanine Lender and its counsel, Voss Richter & Baines LLP, are entitled to rely, and will rely, upon the certifications, representations, confirmations, and statements contained herein in connection with the closing of the Mezzanine Loan and the making of the initial

Section 13 — Governing Law This Manager's Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of any law other than the law of the State of New York. The provisions of Sections 10.6 and 10.7 of the Mezzanine Loan Agreement (relating to submission to jurisdiction, waiver