Common use of Due Organization, Authorization Clause in Contracts

Due Organization, Authorization. Power and Authority. Issuer and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer and each Guarantor of the Note Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of Issuer’s or such Guarantor’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such Guarantor, 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 or material breach under any Material Agreement by which Issuer, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer nor any of its Subsidiaries is in default or material breach under any Material Agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete in all non-ministerial respectsmaterial respects as of the date delivered or supplemented (to the extent permitted hereunder). The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 effecteffect or any action or filing that is immaterial to Borrower’s business) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Each Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions respective jurisdiction of organization or formation and Issuer such Loan Party and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer each Loan Party and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date Date, the form of which is attached hereto as Exhibit F (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers Lenders agree that Issuer Borrower may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Each Loan Party represents and warrants that as of the Effective Date and on each date that the Perfection Certificate is required to be updated all the information set forth on the Perfection Certificates pertaining to Issuer and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer and each Guarantor Loan Party of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of Issuersuch Loan Party’s or such Guarantor’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such GuarantorLoan Party, 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 or material breach under any Material Agreement by which Issuer, any of its Subsidiaries such Loan Party or any of their respective properties, is bound. Neither Issuer nor any of its Subsidiaries No Loan Party is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete in all non-ministerial respectsmaterial respects as of the Effective Date. The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete in all non-ministerial respectsmaterial respects as of the Effective Date. The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.. 5.2

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates on or supplements thereto on, before or after prior to the Effective Date (each a the “Perfection Certificate” and collectivelycollectively with each updated Perfection Certificate previously delivered pursuant to Section 6.2(b)(vi) of the Existing Loan and Security Agreement or delivered pursuant to section 6.2(b)(iv) hereof, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries Guarantor is accurate and complete, complete in all non-ministerial material respects. The execution, delivery and performance by Issuer and each Guarantor Borrower of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of Issuer’s or such GuarantorBorrower’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such GuarantorBorrower, or any of their its 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ASIA-DOCS\12847562.6 DRAFT 076267-0001 ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer and each of its Subsidiaries the Guarantors has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Closing Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement. Issuer represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer and each of its Subsidiaries the Guarantors is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer and each Guarantor of the Note Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of Issuer’s or such Guarantor’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such Guarantor, 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 or material breach under any Material Agreement by which Issuer, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer nor any of its Subsidiaries is in default or material breach under any Material Agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in all non-ministerial respectsthe Perfection Certificates). The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers Lenders agree that Issuer the Borrower may from time to time-to-time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete (other than clerical mistakes in all non-ministerial respectsaddresses and other contact information). The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its under the laws of their respective jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete in all non-ministerial material respects. The Without prejudice to Section 6.2, the execution, delivery and performance by Issuer Xxxxxxxx and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in all non-ministerial respectsthe Perfection Certificates). The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer and each of its Subsidiaries Borrower has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, in all non-ministerial respectscomplete as of the date of delivery of such Perfection Certificate. The execution, delivery and performance by Issuer Borrower and each Guarantor of the Note other Loan Parties of the Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Loan Parties’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorLoan Party, 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 or material breach under any Material Agreement material agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (as may be further updated or supplemented pursuant to Section 6.2(b), each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the most recent Perfection Certificates Certificate delivered pursuant to Section 6.2(b) pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, in all non-ministerial respectscomplete as of the date set forth therein. The execution, delivery and performance by Issuer Bxxxxxxx and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete as of the Effective Date or as of the date of the most recently delivered update or supplement delivered by Borrower to Collateral Agent in all non-ministerial respectsaccordance with the terms hereof. The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Such Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer such Loan Party and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer such Loan Party and each of its Subsidiaries has delivered to Collateral Administrative Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date and on or before the Closing Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Such Loan Party represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer such Loan Party and each of its Subsidiaries is accurate and complete, complete in all non-ministerial respectsmaterial respects as of the date of delivery of the applicable Perfection Certificate. The execution, delivery and performance by Issuer each Loan Party and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of Issuersuch Loan Party’s or such GuarantorSubsidiary’s organizational documents, including its respective Operating Organization Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer such Loan Party or such GuarantorSubsidiary, 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 or material breach under any Material Agreement by which Issuer, any of its Subsidiaries such Loan Party or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer any Loan Party nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could would reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Each Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer such Loan Party and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Each Loan Party and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Each Loan Party represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer such Loan Party and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer each Loan Party and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of Issuersuch Loan Party’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer such Loan Party or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuersuch Loan Party, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer No Loan Party nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after on the Effective Date (each a the “Perfection Certificate” and collectivelycollectively with each updated Perfection Certificate delivered pursuant to Section 6.2(b)(vi), the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries Guarantor is accurate and complete, complete in all non-ministerial material respects. The execution, delivery and performance by Issuer and each Guarantor Borrower of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of Issuer’s or such GuarantorBorrower’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such GuarantorBorrower, or any of their its 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with the execution of this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers Lender a completed perfection certificate and any updates or supplements (if any) thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, in all non-complete other than any immaterial ministerial respectsinformation. The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, or any of their property or assets may be bound or affectedaffected where such contravention, conflict or violation would materially and adversely effect the Borrower’s or such Subsidiaries obligations hereunder, (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 or material breach under any Material Agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers Lenders agree that Issuer Borrower may from time to time update certain information in the Perfection Certificates Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance Borrower represents and warrants as of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date and on each date that the Perfection Certificate is required to the extent permitted by one or more specific provisions be updated in this Agreement. Issuer represents and warrants accordance with Section 6.2(b)(ii) that all the information set forth on the Perfection Certificates pertaining to Issuer and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete in all non-ministerial material respects. The execution, delivery and performance by Issuer Borrower and each Guarantor Loan Party of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such GuarantorLoan Party’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorLoan Party, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Loan Parties, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer and each of its Subject to Section 6.7, the Borrower has no Subsidiaries other than the Guarantor. Each Loan Party is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer and each of its Subsidiaries Loan Party is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Each Loan Party represents and warrants that all the information set forth (a) such Loan Party’s exact legal name is that contained on the Perfection Certificates pertaining signature page of each Loan Document to Issuer which it is a party; (b) such Loan Party is a limited liability company organized in Delaware; (c) Exhibit E accurately sets forth such Loan Party’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s mailing address (if different than its chief executive office); and each of (d) such Loan Party (and its Subsidiaries is accurate and completepredecessors) have not, in all non-ministerial respectsthe past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction. The execution, delivery and performance by Issuer and each Guarantor Loan Party of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of Issuer’s or such GuarantorLoan Party’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer or such GuarantorLoan Party, or any of their its 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)6.l(b) or are required for purposes of perfection, or (v) constitute an event of default or material breach under any Material Agreement material agreement or exclusivity agreement by which Issuersuch Loan Party, any of or its Subsidiaries or any of their respective properties, is bound. Neither Issuer nor any of its Subsidiaries No Loan Party is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Each Loan Party and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer such Loan Party and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer each Loan Party and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates on or supplements thereto on, before or after prior to the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Each Loan Party represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer such Loan Party and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer each Loan Party and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of Issuersuch Loan Party’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer such Loan Party or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuersuch Loan Party, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer any Loan Party nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete (other than as affected by clerical mistakes in all non-ministerial respectsaddresses and other contact information). The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement by which IssuerBorrower, any of its Subsidiaries or any of their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have result in a Material Adverse ChangeEffect. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, complete in all non-ministerial respectsmaterial respects as of the date delivered or supplemented (to the extent permitted hereunder). The execution, delivery and performance by Issuer Xxxxxxxx and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach cause any Lien to arise under or otherwise cause a change under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have result in a Material Adverse ChangeEffect. [*] = CERTAIN MARKED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, on or before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For Borrower represents and warrants that all the avoidance information set forth on the Perfection Certificates pertaining to Borrower and each of doubt, Collateral Agent its Subsidiaries is accurate and Purchasers agree complete (it being understood and agreed that Issuer Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer represents and warrants that all the information set forth on the ; such updated Perfection Certificates pertaining subject to Issuer the review and each approval of its Subsidiaries is accurate and complete, in all non-ministerial respectsCollateral Agent). The execution, delivery and performance by Issuer Borrower and each Guarantor of its Subsidiaries of the Note Loan Documents to which it is, or they are, is a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such GuarantorSubsidiary, 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 or material breach under any Material Agreement material agreement by which Issuer, any of its Subsidiaries Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

Due Organization, Authorization. Power and Authority. Issuer Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization (or the equivalent under applicable law with respect to Foreign Subsidiaries) in its jurisdictions of organization or formation (except that ASCV has not yet received confirmation of registration with the Dutch Chamber of Commerce after ASCV’s filing in that regard, where the failure to be properly registered could not reasonably be expected to result in a Material Adverse Change) and Issuer Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing (or the analogous status under applicable foreign law) in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have result in a Material Adverse Change. In connection with this Agreement, Issuer Borrower and each of its Subsidiaries has delivered to Collateral Agent and the Purchasers a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). For the avoidance of doubt, Collateral Agent and Purchasers agree that Issuer may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. Issuer Borrower represents and warrants that all the information set forth on the Perfection Certificates pertaining to Issuer Borrower and each of its Subsidiaries is accurate and complete, in all non-ministerial respects. The execution, delivery and performance by Issuer Borrower and each Guarantor of the Note Loan Documents to which it is, or they are, a party have been duly authorized, and do not (i) conflict with any of IssuerBorrower’s or such Guarantor’s organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Issuer Borrower or such Guarantor, or any of their its 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 or material breach under any Material Agreement material agreement by which IssuerBorrower, any of its Subsidiaries Guarantor or any of their respective properties, is bound, the termination or noncompliance with which could reasonably be expected to have a Material Adverse Change. Neither Issuer Borrower nor any of its Subsidiaries is in default or material breach under any Material Agreement agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.