Common use of Due Organization and Authorization Clause in Contracts

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by Borrower, entitled Perfection Certificate (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If complete (it being understood and agreed that Borrower may from time to time update certain information in the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify Perfection Certificate after the Bank of such organizational identification numberEffective Date to the extent permitted by one or more specific provisions in this Agreement). 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 ’s organizational documents, nor (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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that, except as may have been updated by a notification to Bank pursuant to Section 7.2: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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, except as indicated on the Perfection Certificate; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 its Subsidiaries or any of their property or assets may be bound, (iv) require any action by, filing, registration, or qualification with, or approval from any Governmental Authority (except such 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the The Borrower has previously delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains oneit, Borrower shall forthwith notify the Bank of or such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as a Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank Agent a certificate signed by the Borrower and entitled "completed Perfection Certificate". The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank Agent of such occurrence and provide Agent 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 ’s organizational documents, nor (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 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 approval from any Governmental Authority (except such 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Each Borrower and each Subsidiary is of their Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrowers’ businesses. In connection with the execution and delivery of this Agreement, the Borrower Borrowers have delivered to Bank completed certificates substantially in the Bank a certificate form attached hereto as Exhibit C each signed by the each Borrower and Guarantor, respectively, entitled "“Perfection Certificate"”. The Each Borrower represents and warrants to the Bank that: , as of the Effective Date, (a) the such Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the such Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the such Borrower's ’s organizational identification number or accurately states that the such Borrower has none; and (d) the Perfection Certificate accurately sets forth the such Borrower's ’s place of business, or, if more than one, its chief executive office as well as the such Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) except as otherwise described in the Perfection Certificate, such Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the such Borrower and each of its Subsidiaries is accurate and complete. If the a Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, such Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with such Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with any Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which any Borrower is bound. No Borrower is not in default under any agreement to which it is a party or by which it is bound in bound, except for any defaults which the default could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on the Borrowers’ businesses, taken as a whole.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower is and each of its Subsidiaries as accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business or operations. In connection with this Agreement, the Borrower delivered to the Bank Agent and Lenders a perfection certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor shall they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business or operations.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and Guarantor, respectively, entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate substantially in the form attached hereto as Exhibit C signed by the Borrower and Borrower, entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by Borrower, entitled Perfection Certificate (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If complete (it being understood and agreed that Borrower may from time to time update certain information in the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify Perfection Certificate after the Bank of such organizational identification numberEffective Date to the extent permitted by one or more specific provisions in this Agreement). 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 ’s organizational documents, nor (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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) except as set forth on the Perfection Certificate, 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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’s Operating Documents, nor (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 are being obtained pursuant to Section 6.1(b), 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate substantially in the form attached hereto as Exhibit C signed by the Borrower and Borrower, entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate substantially in the form attached hereto as Exhibit ___ signed by the Borrower and Borrower, entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's exact legal name of Borrower and each of its Subsidiaries is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the each of Borrower and its Subsidiaries is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s and each Subsidiary’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s and each of its Subsidiary’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s and each Subsidiary’s mailing address (if differentdifferent than its chief executive office); (e) except as set forth in the Perfection Certificate delivered to the Bank, none of Borrower or any of its Subsidiaries (or any of their respective predecessors) has, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause result in a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to Bank the Bank a certificate signed by completed Representations and Warranties Certificate, dated as of March 28, 2008 (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational type, or any organizational number assigned by its jurisdiction, in each case, except as expressly identified in the Perfection Certificate; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 of this Agreement). If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 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 cause result in a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: that (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor 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 cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by Borrower, entitled “Collateral Information Certificate” (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state jurisdiction of formation and is qualified and licensed to do business in, and is in good standing in, in any state 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that, as of the Effective Date: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the five (5) years preceding the Effective Date, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction (unless included on the Perfection Certificate); and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents and the Warrant have been duly authorizedauthorized by all requisite corporate action, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary of its Subsidiaries is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Lenders a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Collateral Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Lenders of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents’s certificate of incorporation or bylaws, nor constitute an event of default under any material agreement by which Borrower is bound, nor contravene any provision of any federal, state or other applicable statute, rule or regulation applicable to Borrower nor require any governmental orders, permissions, consents, approvals or authorizations and when executed and delivered will be valid and binding obligations of the Borrower, enforceable against Borrower in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or legal remedies. Borrower is not in default under any agreement to which or by which it is bound in which the default could would reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Collateral Information Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Collateral Information Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Collateral Information Certificate; and (c) the Perfection Collateral Information Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Collateral Information Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, ; and (e) all other information set forth on the Perfection Collateral Information Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith promptly notify the Bank of such organizational identification number. Borrower may modify, supplement, or amend the Collateral Information Certificate at any time by delivering to Bank an amendment certificate entitled "Amendment to Collateral Information Certificate" signed by Borrower. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as a Registered Organization in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and Borrower, entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) except as set forth in the Perfection Certificate, 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations only in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate in the form attached hereto as Exhibit G signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state jurisdiction of formation and is qualified and licensed to do business in, and is in good standing in, in any state 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 cause have a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by Borrower, entitled Perfection Certificate (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state jurisdiction of formation and is qualified and licensed to do business in, and is in good standing in, in any state 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 cause have a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by the Borrower and Guarantor, respectively, entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that except as may have been updated by a notification to Bank pursuant to Section 7.2, (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) except as set forth in the Perfection Certificate, 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, . Borrower shall forthwith promptly notify the 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 ’s organizational documents, nor (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 cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly validly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, . and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documentscertificate of incorporation, as may be amended, and by-laws, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank Agent a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type (except for changes to its authorized capital and the establishment of a stockholders’ rights plan), or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete (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 the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank Agent of such occurrence and provide Agent 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 ’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 are being obtained pursuant to Section 6.1(b), or (v) nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower Borrower, and each Subsidiary Subsidiary, is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor shall they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate Disclosure Schedule and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection CertificateDisclosure Schedule; and (c) the Perfection Certificate Disclosure Schedule accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate Disclosure Schedule accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate Disclosure Schedule pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate entitled “Perfection Certificate” signed by the Borrower and entitled "Perfection Certificate"Borrower. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If complete as of the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify date of the Bank of such organizational identification numberPerfection Certificate. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank thatthat unless changed pursuant to a notification to Bank pursuant to Section 7.2: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, or if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could any of the foregoing would not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains oneit, Borrower shall forthwith notify the Bank of or such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.an

Due Organization and Authorization. US Borrower and each Subsidiary is duly existing and in good standing as a Registered Organization only in its state the State of formation Washington and UK Borrower is a private limited company duly incorporated and validly existing under the laws of England and Wales, and each is qualified and licensed to do business in, and is in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the US Borrower has delivered to the Bank a completed certificate substantially in the form attached hereto as Exhibit C signed by the Borrower and US Borrower, entitled "“Perfection Certificate"”. The US Borrower represents and warrants to the Bank that: that (a) the US Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the US Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the US Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the US Borrower's ’s place of business, or, if more than one, its chief executive office as well as the US Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) US Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the US Borrower and each of its Subsidiaries is accurate and complete. If the US Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with US Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing as a Registered Organization in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a certificate completed Perfection Certificate signed by the Borrower and entitled "Perfection Certificate"Borrower. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If complete (it being understood and agreed that Borrower may from time to time update certain information in the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify Perfection Certificate after the Bank of such organizational identification numberEffective Date to the extent permitted by one or more specific provisions in this Agreement). 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 ’s organizational documents, nor (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 its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is materially accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Each of Borrower and each Subsidiary its Subsidiaries is duly organized, validly existing and in good standing in its state of formation incorporation and duly qualified and licensed to do business in, and in good standing in, any state each jurisdiction in which the conduct nature of its the business conducted by it or its ownership of property requires that it be qualified qualified, except where the failure to be or do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, ; and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, . set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 resonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: , as of the Closing Date and as of the date of each Credit Extension: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, or if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower Debtor and each Subsidiary is of its Subsidiaries are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state 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 would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on the business of the Consolidated Group, taken as a whole. In connection with this Agreement, the Borrower Debtor has delivered to the Bank a completed certificate signed by Debtor, entitled Perfection Certificate (the Borrower and entitled "“Perfection Certificate"”). The Borrower Debtor represents and warrants to the Bank that: that (a) the Borrower's Debtor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower Debtor is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's Debtor’s organizational identification number or accurately states that the Borrower Debtor has none; and (d) the Perfection Certificate accurately sets forth the Borrower's Debtor’s place of business, or, if more than one, its chief executive office as well as the Borrower's Debtor’s mailing address (if differentdifferent than its chief executive office); (e) Debtor (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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower Debtor and each of its Subsidiaries is accurate and completecomplete in all material respects (it being understood and agreed that Debtor 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 the Borrower does Debtor is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower Debtor shall forthwith promptly notify the Bank of such occurrence and provide Bank with Debtor’s organizational identification number. The execution, delivery and performance by Debtor of the Loan Documents to which it is a party have been duly authorizedauthorized by all necessary corporate and other action, are within the corporate powers of Debtor, and do not (i) conflict with Borrower's any of Debtor’s organizational documents, nor (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 Debtor 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 Debtor is bound. Borrower Debtor is not in default under any agreement to which it is a party or by which it is or its assets are bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on the business of the Consolidated Group, taken as a whole.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The Except as set forth in the Perfection Certificate, the execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower Borrower, and each Subsidiary Subsidiary, is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a perfection certificate signed by Borrower (the Borrower and entitled "Perfection Certificate"). The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor shall they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary of its Subsidiaries is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its their business or its ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, Borrower has delivered, or has caused each Guarantor to deliver, to Bank completed certificates substantially in the Borrower delivered form reasonably satisfactory to the Bank a certificate each signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s and each Guarantor’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereofpages thereof; and (b) the Borrower is and each Guarantor are an organization of the type, type and is are organized in the jurisdiction, jurisdictions set forth in the Perfection CertificateCertificates; and (c) the Perfection Certificate Certificates accurately sets set forth the Borrower's ’s and each Guarantor’s organizational identification number numbers or accurately states state that the neither Borrower nor such Guarantor has noneone; and (d) the Perfection Certificate Certificates accurately sets set forth the Borrower's place ’s and such Guarantor’s places of business, or, if more than one, its respective chief executive office as well as Borrower’s and such Guarantor’s mailing addresses (if different than its respective chief executive office); (e) Borrower and such Guarantor (and each of its respective predecessors) have not, in the Borrower's mailing address if differentpast five (5) years, changed its respective state of formation, organizational structure or type, or any organizational number assigned by its respective jurisdiction; and (ef) all other information set forth on the Perfection Certificate Certificates pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the neither Borrower does not now have an organizational identification number, nor any Guarantor is a Registered Organization but later obtains becomes one, Borrower shall, and shall forthwith cause each Guarantor to promptly notify the Bank of such occurrence and provide Bank with Borrower’s and such Guarantor’s organizational identification numbernumbers. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or any Guarantor’s organizational documents, nor not constitute an event of default under any material agreement by which Borrower or such Guarantor is bound. Neither Borrower nor any Guarantor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s or such Guarantor’s business. Each Loan Document has been duly executed and delivered by Borrower and each Guarantor that is a party thereto and is the legally valid and binding obligation of Borrower and such Guarantor, enforceable against Borrower and such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business or operations. In connection with this Agreement, the Borrower delivered to the Bank Agent and Lenders a perfection certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor shall they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business or operations.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate". .” The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower Parent has delivered to the Bank a completed perfection certificate signed by Parent (as may be updated from time to time in accordance with Section 3.2(d), the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the 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’s Operating Documents, nor (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 and except for filings with the Securities Exchange Commission or NASDAQ, which shall be made following closing) or are being obtained pursuant to Section 6.1(b), 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a certificate completed certificates signed by the Borrower and entitled "Guarantor, respectively (each, a Perfection Certificate", and, collectively, the “Perfection Certificates”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Borrower’s Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Borrower’s Perfection Certificate; and (c) the Borrower’s Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the d)Borrower’s Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is ---------------------------------- duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower Debtor and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower Debtor delivered to the Bank a certificate signed by the Borrower Debtor and entitled "“Perfection Certificate"” (the “Perfection Certificate”). The Borrower Debtor represents and warrants to the Bank that: (a) the Borrower's Debtor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower Debtor is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's Debtor’s organizational identification number or accurately states that the Borrower Debtor has none; and (d) the Perfection Certificate accurately sets forth the Borrower's Debtor’s place of business, or, if more than one, its chief executive office as well as the Borrower's Debtor’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower Debtor is accurate and complete. If the Borrower Debtor does not now have an organizational identification number, but later obtains one, Borrower Debtor shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents Guaranty have been duly authorized, and do not conflict with Borrower's Debtor’s organizational documents, nor constitute an event of default under any material agreement by which Borrower Debtor is bound. Borrower Debtor is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Each Borrower and each Subsidiary is duly existing and and, in any jurisdiction in which such legal concept is applicable, in good standing in its state jurisdiction of formation organization and is qualified and licensed to do business in, and and, in any jurisdiction in which such legal concept is applicable, is in good standing in, any state jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so any of the foregoing could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the each Borrower has delivered to the Bank Lenders a certificate signed by the such Borrower and entitled "Perfection “Collateral Information Certificate"”. The Each Borrower represents and warrants to the Bank Agent and Lenders that: (a) the such Borrower's ’s exact legal name is that indicated on the Perfection Collateral Information Certificate and on the signature page hereof; and (b) the such Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Collateral Information Certificate; and (c) the Perfection Collateral Information Certificate accurately sets forth the such Borrower's ’s organizational identification number or accurately states that the such Borrower has none; and (d) the Perfection Collateral Information Certificate accurately sets forth the such Borrower's ’s place of business, or, if more than one, its chief executive office as well as the such Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Collateral Information Certificate pertaining to the such Borrower is accurate and complete. If the any Borrower does not now have an organizational identification number, but later obtains one, such Borrower shall forthwith promptly notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorizedauthorized by each Borrower, and do not conflict with any Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which any Borrower is bound. No Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has nonenumber; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by of the Borrower which Borrower is boundbound which material agreements are set forth in SCHEDULE 5.1 attached hereto. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank thatthat as of the date of this Agreement: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains oneit, Borrower shall forthwith notify the Bank of or such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower has delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". ." The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the The Borrower has previously delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains oneit, Borrower shall forthwith notify the Bank of or such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower is a private limited company, duly incorporated and each Subsidiary validly existing under the laws of England and Wales and has the power to carry on its business as it is now being conducted and to own its property and other assets. Each of Borrower’s Subsidiaries is duly organized and validly existing and in good standing in its state jurisdiction of formation and qualified and licensed has the power to do business in, and in good standing in, any state in which the conduct of carry on its business or as it is now being conducted and to own its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Changeand other assets. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate signed by Borrower, entitled Perfection Certificate (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s registered office and its place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational type, or any organizational number assigned by its jurisdiction; and (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If complete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify Perfection Certificate after the Bank of such organizational identification numberEffective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorizedauthorized by all necessary corporate and other action, are within the corporate powers of Borrower, and do not (i) conflict with any of Borrower's ’s organizational or constitutional documents, nor (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 or its assets are bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on the business of the Consolidated Group, taken as a whole.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification ’s organizationalidentification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains oneit, Borrower shall forthwith notify the Bank of or such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Lenders a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's Borrower ‘s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Lenders of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. number The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries are duly existing and in good standing in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower's business. In connection with this Agreement, the Borrower has delivered to the Bank a certificate completed certificates in form and substance reasonably satisfactory to Bank signed by the Borrower and Borrower, entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: that (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address (if differentdifferent than its chief executive office); (e) 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business or operations. In connection with this Agreement, the Borrower delivered to the Bank Agent and Lenders a representations and warranties certificate signed by the Borrower and entitled "Perfection “Representations and Warranties Certificate"” (the “Representations and Warranties Certificate”). The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Representations and Warranties Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Representations and Warranties Certificate; and (c) the Perfection Representations and Warranties Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Representations and Warranties Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Representations and Warranties Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor shall they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business or operations.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that, as of the date hereof: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) except as set forth on the Perfection Certificate, 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause would have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's Borrower ‘s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorizedduty authorized by the proper corporate action required by Borrower, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower Borrower, and each Subsidiary Subsidiary, is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower delivered to the Bank a perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor shall they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Each of Borrower and each Subsidiary its Subsidiaries is duly organized, validly existing and in good standing in its state of formation incorporation and duly qualified and licensed to do business in, and in good standing in, any state each jurisdiction in which the conduct nature of its the business conducted by it or its ownership of property requires that it be qualified qualified, except where the failure to be or do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has nonenumber; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of businessbusiness where at any time it keeps Collateral having a value in excess of $15,000, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, ; and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification numbercomplete in all material respects. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound bound, in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary of its Subsidiaries is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Lenders a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's Borrower ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Lenders of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents’s certificate of incorporation or bylaws, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could would reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office off-ice as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Lenders a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank each Lender that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the BorrowerBorrower 's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Lenders of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business or operations. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business or operations.

Due Organization and Authorization. Borrower and each Subsidiary of its Subsidiaries is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its their business or its ownership of property requires that it they be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered has delivered, or has caused each Guarantor to the deliver, to Bank completed Perfection Certificate[s] in form and substance satisfactory to Bank (each a certificate signed by the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s and each Guarantor’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereofpages thereof; and (b) the Borrower is and each Guarantor are an organization of the type, type and is are organized in the jurisdiction, jurisdictions set forth in the Perfection CertificateCertificates; and (c) the Perfection Certificate Certificates accurately sets set forth the Borrower's ’s and each Guarantor’s organizational identification number numbers or accurately states state that the neither Borrower nor such Guarantor has noneone; and (d) the Perfection Certificate Certificates accurately sets set forth the Borrower's place ’s and such Guarantor’s places of business, or, if more than one, its respective chief executive office as well as Borrower’s and such Guarantor’s mailing addresses (if different than its respective chief executive office); (e) Borrower and such Guarantor (and each of its respective predecessors) have not, in the Borrower's mailing address if differentpast five (5) years, changed its respective state of formation, organizational structure or type, or any organizational number assigned by its respective jurisdiction; and (ef) all other information set forth on the Perfection Certificate Certificates pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the neither Borrower does not now have an organizational identification number, nor any Guarantor is a Registered Organization but later obtains becomes one, Borrower shall, and shall forthwith cause each Guarantor to promptly notify the Bank of such occurrence and provide Bank with Borrower’s and such Guarantor’s organizational identification numbernumbers. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or any Guarantor’s organizational documents, nor constitute an event of default under any material agreement by which Borrower or any Guarantor is bound. Neither Borrower nor any Guarantor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s or such Guarantor’s business. Each Loan Document has been duly executed and delivered by Borrower and each Guarantor that is a party thereto and is the legally valid and binding obligation of Borrower and such Guarantor, enforceable against Borrower and such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete as of the date of the Perfection Certificate. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is of its Subsidiaries, if any, are duly existing and in good standing as Registered Organizations in its state their respective jurisdictions of formation and are qualified and licensed to do business in, and are in good standing in, in any state jurisdiction in which the conduct of its their 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, the Borrower has delivered to the Bank a completed certificate substantially in the form attached hereto as signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: that (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, type and is organized in the jurisdiction, jurisdiction set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address (if differentdifferent than its chief executive office); (e) except as set forth on the Perfection Certificate, 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 (ef) all other information set forth on the Perfection Certificate pertaining to the Borrower and each of its Subsidiaries is accurate and complete. If the Borrower does is not now have an organizational identification number, a Registered Organization but later obtains becomes one, Borrower shall forthwith promptly notify the Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor 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 cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business or operations. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, ; and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business or operations.

Due Organization and Authorization. Each of Borrower and each Subsidiary its Subsidiaries is duly organized, validly existing and in good standing in its state of formation incorporation and duly qualified and licensed to do business in, and in good standing in, any state each jurisdiction in which the conduct nature of its the business conducted by it or its ownership of property requires that it be qualified qualified, except where the failure to be or do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank Agent a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank Agent and each Lender that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, ; and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank Agent of such organizational identification number. The execution, delivery and performance of this Agreement and the other Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement Material Agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each domestic Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. .’ In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "“Perfection Certificate"”. The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material materia] agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower Debtor and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower Debtor delivered to the Bank a certificate signed by the Borrower Debtor and entitled "Perfection Certificate (the “Perfection Certificate"”). The Borrower Debtor represents and warrants to the Bank that: (a) the Borrower's Debtor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower Debtor is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's Debtor’s organizational identification number or accurately states that the Borrower Debtor has none; and (d) the Perfection Certificate accurately sets forth the Borrower's Debtor’s place of business, or, if more than one, its chief executive office as well as the Borrower's Debtor’s mailing address if different, ; and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower Debtor is accurate and complete. If the Borrower Debtor does not now have an organizational identification number, but later obtains one, Borrower Debtor shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents Guaranty have been duly authorized, and do not conflict with Borrower's Debtor’s organizational documents, nor constitute an event of default under any material agreement by which Borrower Debtor is bound. Borrower Debtor is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower Borrower, and each Subsidiary Subsidiary, is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a perfection certificate signed by Borrower (the Borrower and entitled "“Perfection Certificate"”). The Borrower represents and warrants to the Bank that: (a) the Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's ’s organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's ’s place of business, or, if more than one, its chief executive office as well as the Borrower's ’s mailing address if different, and (e) as of the date hereof, all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor shall they constitute an event of default under any material agreement (as such may be amended from time to time) by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and completecomplete in all material respects. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.