Common use of Due Organization, Authorization; Power and Authority Clause in Contracts

Due Organization, Authorization; Power and Authority. 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 Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all information set forth on the Perfection Certificate is accurate and complete (it being understood and agreed that 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 Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct in all material respects (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be are bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except financing statements filed in connection herewith and such Governmental Approvals which have already been obtained and are in full force and effect or are to be obtained pursuant to Section 5.2(b)), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party they are parties or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower is a corporation duly organized, validly existing and in good standing as under the Laws of the State of Delaware. Borrower has all requisite corporate power and authority to: (i) conduct its business in the manner in which its business is currently being conducted; and (ii) own and use its assets in the manner in which its assets are currently owned and used, except where the failure to have such power or authority has not, and would not be reasonably expected to have a Registered Organization in its jurisdiction of formation and Company Material Adverse Effect. Borrower is duly qualified and or licensed to do business as a foreign corporation and is in good standing in any each jurisdiction in which where the conduct nature of its business requires such qualification or its ownership of property requires that it be qualified license, except where the failure to do be so could qualified or licensed or to be in good standing, would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect Company Material Adverse Effect. B▇▇▇▇▇▇▇’s exact legal name is that indicated in the preamble hereto and on the signature page hereof. Section 10 accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as B▇▇▇▇▇▇▇’s mailing address (if different than its chief executive office). In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrowernot, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all information set forth on the Perfection Certificate is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification numberits jurisdiction. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, or (iii) conflict with, contravene, conflict constitute a default or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registrationbreach under, or qualification withresult in or permit the termination or acceleration of, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which Borrower is boundbound except for such conflicts, contraventions, defaults, breaches, termination or acceleration under clauses (ii) or (iii) above as could not be reasonably expected to be material to the Borrower and its Subsidiaries, taken as a whole, or to the rights of Lender under this Agreement and the other Loan Documents. Borrower is not in default under any agreement This Agreement and the other Loan Documents to which it is a party or by which it is bound constitutes the valid and binding obligation of Borrower, enforceable against Borrower in which accordance with its terms, subject to the default could reasonably be expected to have a material adverse effect on Borrower’s businessBankruptcy and Equity Exception.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted or required by one or more specific provisions in this Agreement). If Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted or required update). (c) The execution, delivery and performance by Borrower ▇▇▇▇▇▇▇▇ and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessbusiness or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing (if applicable) in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower ▇▇▇▇▇▇▇▇ and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries and Managed Practices is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and Borrower and each of its Subsidiaries and Managed Practices is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Borrower Borrower, and each of its Subsidiaries has delivered to Bank Collateral Agent a completed perfection certificate signed by Borrowerand any updates or supplements thereto on, entitled before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”) and such Perfection Certificates contain the name of each Managed Practice, the state of formation of such Managed Practice and the address for the headquarters of such practice to the extent not previously disclosed. Borrower represents and warrants to Bank that all the information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries and Managed Practices is accurate and complete (it being understood and agreed that 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 Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification numbercomplete. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is is, or they are, a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto in a manner that could reasonably be expected to have a Material Adverse Change, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower, any of its Subsidiaries or any of their respective properties, is bound in a manner that could reasonably be expected to have a Material Adverse Change. Neither Borrower nor any of its Subsidiaries is bound. Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. 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 Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank Lender that all information (a) Borrower’s exact legal name is that indicated on the on the signature page hereof; (b) Borrower is a corporation incorporated under that laws of the state of Delaware; (c) Borrower’s chief executive office as well as Borrower’s mailing address (if different than its chief executive office) is set forth on the Perfection Certificate in Section 10 (or is accurate and complete (it being understood and agreed that as otherwise notified by Borrower may from time to time update certain information in writing); and (d) Borrower (and each of its predecessors) has not, in the Perfection Certificate after the Effective Date to the extent permitted past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by one or more specific provisions in this Agreement)its jurisdiction. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Lender of such occurrence and provide Bank Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full EXECUTION VERSION force and effect effect) or (v) constitute an event of default default, or require consent of any third party that has not already been obtained, under any material agreement by which Borrower is bound, including, but not limited to, any agreements underlying any Permitted Senior Indebtedness. Each of this Agreement and the other Loan Documents constitutes the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. (A) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (B) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct in all material respects (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank provided to Agent and Lenders of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (C) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. Borrower Each Credit Party 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 Borrowersuch Credit Party’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all All information set forth on the Perfection Certificate pertaining to the Credit Parties and each of their Subsidiaries is accurate and complete (it being understood and agreed that 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 Borrower any Credit Party is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrowersuch Credit Party’s organizational identification number. The execution, delivery and performance by Borrower each Credit Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with violate any of Borrowersuch Credit Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable to such Credit Party, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower any Credit Party or any of its their Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, from any Governmental Authority (Authority, in each case, to be made, obtained or taken by any Credit Party, except such Governmental Approvals which have already been obtained and are in full force and effect or (v) violate, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower any Credit Party or Subsidiary is bound. Borrower No Credit Party or Subsidiary is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to have result in a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct in all material respects (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower B▇▇▇▇▇▇▇ and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be are bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except financing statements filed in connection herewith and such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination determination, or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and filings to perfect Bank’s Lien), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct in all material respects (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery delivery, and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party they are parties have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under under, or violate any material Requirement of Applicable Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party they are parties or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affectedis bound, (iv) require on the part of Borrower any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect effect, filings in connection with perfecting the security interest in the Collateral and filings under applicable securities laws in connection with the Warrant), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. 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 Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that all information that, as set forth on the Perfection Certificate unless changed pursuant to a notification to Bank pursuant to Section 7.2: (a) Borrower’s exact legal name is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in indicated on the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate in any material respect any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and the filing of Uniform Commercial Code financing statements, filings with the United States Patent and Trademark Office and the United Stated Copyright Office), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that all business or operations. (b) All information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate true and complete correct (it being understood and agreed that 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 Borrower Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify provided to Bank of such occurrence and provide Bank with Borrower’s organizational identification number. permitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or in connection with the security interests granted pursuant hereto), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s businessor any of its Subsidiary’s business or operations.