Common use of Authority; Enforceability; No Conflict Clause in Contracts

Authority; Enforceability; No Conflict. The Borrower has the requisite corporate power and authority to execute and deliver this Loan Agreement and to issue the Notes and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Loan Agreement, the issuance of the Notes by the Borrower and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Borrower. This Loan Agreement has, and the Notes when executed and delivered by the Borrower will have each been, duly and validly executed and delivered by the Borrower and, assuming in the case of this Loan Agreement due and valid authorization, execution and delivery thereof by the Lender, each constitutes a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. The execution and delivery of this Loan Agreement do not and the execution and delivery of the Notes by the Borrower will not, and the consummation by the Borrower of the transactions contemplated hereby and thereby will not, conflict with or result in a breach of any provisions of the Company Charter or the Company Bylaws or the Company Rights Agreement. The execution and delivery of this Loan Agreement do not and the execution and delivery of the Notes by the Borrower will not, and the consummation by the Borrower of the transactions contemplated hereby and thereby will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of the Borrower under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Borrower is a party, or by which the Borrower or any of its properties is bound. The execution and delivery of this Loan Agreement do not and the execution and delivery of the Notes by the Borrower will not, and the consummation by the Borrower of the transactions contemplated hereby and thereby will not require any consent, approval or authorization of, or declaration, filing (except as may be required to satisfy disclosure requirements of the Securities Laws or the NASDAQ rules and regulations or the rules and regulations of any stock exchange or quotation system on which the Borrower’s securities are listed) or registration with, any governmental or regulatory authority.

Authority; Enforceability; No Conflict. The Borrower Company has the all requisite corporate power and authority to execute enter into this Agreement, the Registration Rights Agreement, the New Warrants and deliver the Revised Warrants (such agreements other than this Loan Agreement and are collectively referred to hereafter as the "Related Agreements") to issue and sell the Notes Preferred Shares, the New Warrants and the Revised Warrants and to carry out its obligations hereunder and thereunderunder the Related Agreements. The execution, delivery and performance of this Loan AgreementAgreement and the Related Agreements by the Company and the issuance and sale of the Preferred Shares, the issuance of New Warrants and the Notes Revised Warrants by the Borrower and the consummation of the transactions contemplated hereby Company have been duly and validly authorized by all requisite corporate action proceedings on the part of the BorrowerCompany. This Loan Agreement hasis, and the Notes Related Agreements when executed and delivered by the Borrower Company will have be, and when issued and sold each beenof the New Warrants and the Revised Warrants will be, duly and validly executed and delivered by the Borrower and, assuming in the case of this Loan Agreement due and valid authorization, execution and delivery thereof by the Lender, each constitutes a valid and legally binding obligation of the BorrowerCompany, enforceable against the Borrower it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Subject to the receipt of the consents or approvals set forth in Section 3(b) of the disclosure schedule delivered by the Company to the Purchasers concurrently with the execution and delivery of this Loan Agreement do not and (the "Disclosure Schedule"), the execution and delivery of the Notes this Agreement and each Related Agreement by the Borrower will Company do not, and the consummation by the Borrower Company of the transactions contemplated hereby and thereby will not, conflict with or result in a breach of any provisions the issuance and sale of the Company Charter or Preferred Shares, the Company Bylaws or the Company Rights Agreement. The execution and delivery of this Loan Agreement do not New Warrants and the execution and delivery of the Notes by the Borrower Revised Warrants will not, and the consummation performance by the Borrower Company of its obligations under the terms of the transactions contemplated hereby Preferred Shares, the New Warrants and thereby the Revised Warrants will not violatenot, result in or constitute: (i) a default, breach or violation of or under the Certificate of Incorporation or the By-laws of the Company, or conflict with(ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Company is a party or by which any of their properties or assets are bound, except for any defaults, breaches or violations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or result in (iii) a breach violation of any provision ofstatute, rule, regulation, order, judgment or decree of any court, public body or authority by which the Company or any of its properties or assets are bound, except for any violations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or constitute a default (or iv) an event which, which (with notice or lapse of time or both) would permit any person to terminate, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in accelerate the creation of maturity of, any Lien upon any indebtedness or obligation of the properties of the Borrower under, or result in being declared void, voidable or without further binding effect, Company under any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Borrower Company is a party, party or by which the Borrower Company is bound or by which any of its properties is or assets are bound. The execution and delivery , except for any accelerations or terminations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or (v) the creation or imposition of this Loan Agreement do not and the execution and delivery any lien, charge or encumbrance on any property of the Notes Company under any agreement or commitment to which the Company is a party or by which the Borrower will notCompany is bound or by which any of its respective properties or assets are bound, and except for any liens, charges or encumbrances which would not have, individually or in the consummation by the Borrower of the transactions contemplated hereby and thereby will not aggregate, a Company Material Adverse Effect, or (vi) an event which would require any consent, approval or authorization of, or declaration, filing (except as may be required consent under any agreement to satisfy disclosure requirements of the Securities Laws or the NASDAQ rules and regulations or the rules and regulations of any stock exchange or quotation system on which the Borrower’s securities Company is a party or by which the Company is bound or by which any of its respective properties or assets are listed) bound, except for any consents which, if not received, would not have, individually or registration within the aggregate, any governmental or regulatory authoritya Company Material Adverse Effect.

Authority; Enforceability; No Conflict. The Borrower Company has the all requisite corporate power and authority to execute enter into this Agreement, the Registration Rights Agreement, the New Warrants and deliver the Revised Agreements (such agreements other than this Loan Agreement and are collectively referred to hereafter as the "Related Agreements") to issue and sell the Notes Series G Preferred Shares and the New Warrants, and to carry out its obligations hereunder and thereunderunder the Related Agreements. The execution, delivery and performance of this Loan Agreement, Agreement and the Related Agreements by the Company and the issuance and sale of the Notes Series G Preferred Shares and the New Warrants by the Borrower and the consummation of the transactions contemplated hereby Company have been duly and validly authorized by all requisite corporate action proceedings on the part of the BorrowerCompany. This Loan Agreement hasis, and the Notes Related Agreements when executed and delivered by the Borrower Company will have be, and when issued and sold each beenof the New Warrants will be, duly and validly executed and delivered by the Borrower and, assuming in the case of this Loan Agreement due and valid authorization, execution and delivery thereof by the Lender, each constitutes a valid and legally binding obligation of the BorrowerCompany, enforceable against the Borrower it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Subject to the receipt of the consents or approvals set forth in Section 3(b) of the disclosure schedule delivered by the Company to the Purchasers concurrently with the execution and delivery of this Loan Agreement do not and (the "Disclosure Schedule"), the execution and delivery of the Notes this Agreement and each Related Agreement by the Borrower will Company do not, and the consummation by the Borrower Company of the transactions contemplated hereby and thereby will not, conflict with or result in a breach of any provisions the issuance and sale of the Company Charter or the Company Bylaws or the Company Rights Agreement. The execution and delivery of this Loan Agreement do not Series G Preferred Shares and the execution and delivery of the Notes by the Borrower New Warrants will not, and the consummation performance by the Borrower Company of its obligations under the terms of the transactions contemplated hereby Preferred Shares and thereby the New Warrants will not violatenot, result in or constitute: (i) a default, breach or violation of or under the Certificate of Incorporation or the By-laws of the Company, or conflict with(ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Company is a party or by which any of their properties or assets are bound, except for any defaults, breaches or violations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or result in (iii) a breach violation of any provision ofstatute, rule, regulation, order, judgment or decree of any court, public body or authority by which the Company or any of its properties or assets are bound, except for any violations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or constitute a default (or iv) an event which, which (with notice or lapse of time or both) would permit any person to terminate, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in accelerate the creation of maturity of, any Lien upon any indebtedness or obligation of the properties of the Borrower under, or result in being declared void, voidable or without further binding effect, Company under any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Borrower Company is a party, party or by which the Borrower Company is bound or by which any of its properties is or assets are bound. The execution and delivery , except for any accelerations or terminations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or (v) the creation or imposition of this Loan Agreement do not and the execution and delivery any lien, charge or encumbrance on any property of the Notes Company under any agreement or commitment to which the Company is a party or by which the Borrower will notCompany is bound or by which any of its respective properties or assets are bound, and except for any liens, charges or encumbrances which would not have, individually or in the consummation by the Borrower of the transactions contemplated hereby and thereby will not aggregate, a Company Material Adverse Effect, or (vi) an event which would require any consent, approval or authorization of, or declaration, filing (except as may be required consent under any agreement to satisfy disclosure requirements of the Securities Laws or the NASDAQ rules and regulations or the rules and regulations of any stock exchange or quotation system on which the Borrower’s securities Company is a party or by which the Company is bound or by which any of its respective properties or assets are listed) bound, except for any consents which, if not received, would not have, individually or registration within the aggregate, any governmental or regulatory authoritya Company Material Adverse Effect.

Authority; Enforceability; No Conflict. The Borrower Company has the all requisite corporate power and authority to execute enter into this Agreement, the Registration Rights Agreement, the New Warrants and deliver the Revised Agreements (such agreements other than this Loan Agreement and are collectively referred to hereafter as the "Re lated Agreements") to issue and sell the Notes Series G Preferred Shares and the New Warrants, and to carry out its obligations hereunder and thereunderunder the Related Agreements. The execution, delivery deliv ery and performance of this Loan Agreement, Agreement and the Related Agreements by the Company and the issuance and sale of the Notes Series G Preferred Shares and the New Warrants by the Borrower and the consummation of the transactions contemplated hereby Company have been duly and validly authorized by all requisite corporate action pro ceedings on the part of the BorrowerCompany. This Loan Agreement hasis, and the Notes Related Agreements when executed and delivered by the Borrower Company will have be, and when issued and sold each beenof the New Warrants will be, duly and validly executed and delivered by the Borrower and, assuming in the case of this Loan Agreement due and valid authorization, execution and delivery thereof by the Lender, each constitutes a valid and legally binding obligation of the BorrowerCompany, enforceable against the Borrower it in accordance with its terms, except that (i) such en forcement may be subject to bankruptcy, insolvency, reorgani zation, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Subject to the receipt of the consents or approvals set forth in Section 3(b) of the disclosure schedule delivered by the Company to the Purchasers concurrently with the execution and delivery of this Loan Agreement do not and (the "Disclosure Schedule"), the execution and delivery of the Notes this Agreement and each Related Agreement by the Borrower will Company do not, and the consummation by the Borrower Company of the transactions contemplated hereby and thereby will not, conflict with or result in a breach of any provisions the issuance and sale of the Company Charter or the Company Bylaws or the Company Rights Agreement. The execution and delivery of this Loan Agreement do not Series G Preferred Shares and the execution and delivery of the Notes by the Borrower New Warrants will not, and the consummation performance by the Borrower Company of its obligations under the terms of the transactions contemplated hereby Preferred Shares and thereby the New Warrants will not violatenot, result in or constitute: (i) a default, breach or violation of or under the Certificate of Incorporation or the By-laws of the Company, or conflict with(ii) a default, breach or xxxxx tion of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Company is a party or by which any of their proper ties or assets are bound, except for any defaults, breaches or violations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or result in (iii) a breach violation of any provision ofstatute, rule, regulation, order, judgment or decree of any court, public body or authority by which the Company or any of its properties or assets are bound, except for any violations which would not have, individually or in the aggre gate, a Company Material Adverse Effect, or constitute a default (or iv) an event which, which (with notice or lapse of time or both) would permit any person to terminate, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in accelerate the creation of maturity of, any Lien upon any indebtedness or obligation of the properties of the Borrower under, or result in being declared void, voidable or without further binding effect, Company under any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Borrower Company is a party, party or by which the Borrower Company is bound or by which any of its properties is proper ties or assets are bound. The execution and delivery , except for any accelerations or termi nations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or (v) the creation or imposi tion of this Loan Agreement do not and the execution and delivery any lien, charge or encumbrance on any property of the Notes Company under any agreement or commitment to which the Company is a party or by which the Borrower will notCompany is bound or by which any of its respective properties or assets are bound, and except for any liens, charges or encumbrances which would not have, individually or in the consummation by the Borrower of the transactions contemplated hereby and thereby will not aggregate, a Company Material Adverse Effect, or (vi) an event which would require any consent, approval or authorization of, or declaration, filing (except as may be required consent under any agreement to satisfy disclosure requirements of the Securities Laws or the NASDAQ rules and regulations or the rules and regulations of any stock exchange or quotation system on which the Borrower’s securities Company is a party or by which the Company is bound or by which any of its respective properties or assets are listed) bound, except for any consents which, if not received, would not have, individually or registration within the aggregate, any governmental or regulatory authoritya Company Material Adverse Effect.

Authority; Enforceability; No Conflict. The Borrower has the requisite corporate power and authority to execute and deliver this Loan Agreement and to issue the Notes and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Loan Agreement, the issuance of the Notes by the Borrower and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Borrower. This Loan Agreement has, and the Notes when executed and delivered by the Borrower will have each been, duly and validly executed and delivered by the Borrower and, assuming in the case of this Loan Agreement due and valid authorization, execution and delivery thereof by the Lender, each constitutes a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. The execution and delivery of this Loan Agreement do not and the execution and delivery of the Notes by the Borrower will not, and the consummation by the Borrower of the transactions contemplated hereby and thereby will not, conflict with or result in a breach of any provisions of the Company Charter or the Company Bylaws or the Company Rights Agreement. The execution and delivery of this Loan Agreement do not and the execution and delivery of the Notes by the Borrower will not, and the consummation by the Borrower of the transactions contemplated hereby and thereby will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of the Borrower under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture or deed of trust or (b) any license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which the Borrower is a party, or by which the Borrower or any of its properties is bound. The execution and delivery of this Loan Agreement do not and the execution and delivery of the Notes by the Borrower will not, and the consummation by the Borrower of the transactions contemplated hereby and thereby will not require any consent, approval or authorization of, or declaration, filing (except as may be required to satisfy disclosure requirements of the Securities Laws or the NASDAQ rules and regulations or the rules and regulations of any stock exchange or quotation system on which the Borrower’s securities 's Securities are listed) or registration with, any governmental or regulatory authority.