Common use of Organization, Standing, Etc Clause in Contracts

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction where it is organized and has all requisite corporate power and authority to carry on the Business as currently conducted by it and to own or lease and to operate the properties of the Business used by it. Each Business Entity is qualified to do business and is in good standing in each state of the United States in which the Business is conducted that requires such qualification and where the failure to so qualify would have a material adverse effect on the financial condition or results of operations of the Business. For the purposes of this Agreement, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and other action on the part of each Seller. This Agreement and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity The Borrower is a corporation duly organizedincorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Loan Documents or reaffirmations thereof to which it is a party and to perform its obligations under the Loan Documents to which it is a party. EAHC is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction where it is organized of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Business as currently conducted by Loan Documents or reaffirmations thereof to which it is a party, and to own or lease and perform its obligations under the Loan Documents to operate the properties of the Business used by itwhich it is a party. Each Business Entity Subsidiary is qualified to do business a corporation duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. Each of EAHC, the Borrower and the Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on the business as now conducted in each state of the United States jurisdiction in which the Business it is conducted that requires carrying on such qualification and business, except where the failure to so qualify hold such certificates, licenses or permits would not have a material adverse effect on the business, operations, property, assets or condition, financial condition or results of operations otherwise, of the Business. For Borrower and the purposes of this AgreementSubsidiaries taken as a whole, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. and (b) The executionis duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned, delivery leased or operated by the Borrower or the business conducted by the Borrower makes such qualification necessary and performance the failure so to qualify would permanently preclude EAHC, the Borrower or such Subsidiary from enforcing its rights with respect to any assets or expose EAHC, the Borrower or such Subsidiary to any liability, which in either case would be material to the Borrower and the Subsidiaries taken as a whole. PASI is duly registered with the SEC as a broker-dealer, is a member in good standing of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any SellerNASD, and is not in arrears with respect to any assessment made on it by the consummation of SIPC. Each Advisory Subsidiary is duly registered with the transactions contemplated hereby SEC as an investment adviser. PASI maintains procedures and thereby, have been duly authorized by all necessary corporate and internal controls reasonably adapted to insure that it does not extend or maintain credit to or for its customers other action on the part of each Seller. This Agreement and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable than in accordance with the provisions of Regulation T of the Board, and officers of PASI regularly supervise its terms, except as such enforceability may be limited by equitable principles activities and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium the activities of employees of PASI to reasonably ensure that PASI does not extend - 32 - or similar laws relating maintain credit to or affecting for customers other than in accordance with the rights provisions of creditors generallyRegulation T of the Board.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity PAG is a corporation duly organizedincorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Loan Documents or reaffirmations thereof to which it is a party and to perform its obligations under the Loan Documents to which it is a party. PACC is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction where it is organized of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Business as currently conducted by Loan Documents or reaffirmations thereof to which it is a party, and to own or lease and perform its obligations under the Loan Documents to operate the properties of the Business used by itwhich it is a party. Each Business Entity Subsidiary is qualified to do business a corporation duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Loan Documents or reaffirmations thereof to which it is a party, and to perform its obligations under the Loan Documents to which it is a party. Each of the Borrowers and each of their Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on the business as now conducted in each state of the United States jurisdiction in which the Business it is conducted that requires carrying on such qualification and business, except where the failure to so qualify hold such certificates, licenses or permits would not have a material adverse effect on the business, operations, property, assets or condition, financial condition or results of operations otherwise, of the Business. For Borrowers and the purposes of this AgreementSubsidiaries taken as a whole, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. and (b) The executionis duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned, delivery leased or operated by the Borrowers or the business conducted by the Borrowers make such qualification necessary and performance the failure so to qualify would permanently preclude the Borrowers or such Subsidiary from enforcing its rights with respect to any assets or expose the Borrowers or such Subsidiary to any liability, which in either case would be material to the Borrowers and the Subsidiaries taken as a whole. PASI is duly registered with the SEC as a broker-dealer, is a member in good standing of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any SellerNASD, and is not in arrears with respect to any assessment made on it by the consummation of SIPC. Each Advisory Subsidiary is duly registered with the transactions contemplated hereby SEC as an investment adviser. PASI maintains procedures and thereby, have been duly authorized by all necessary corporate and internal controls reasonably -20- adapted to insure that it does not extend or maintain credit to or for its customers other action on the part of each Seller. This Agreement and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable than in accordance with the provisions of Regulation T of the Board, and officers of PASI regularly supervise its terms, except as such enforceability may be limited by equitable principles activities and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium the activities of employees of PASI to reasonably ensure that PASI does not extend or similar laws relating maintain credit to or affecting for customers other than in accordance with the rights provisions of creditors generallyRegulation T of the Board.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity The Issuer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction where it is organized State of Delaware and has all requisite corporate power and authority to carry on the Business as currently conducted by it and under such laws to own or lease and operate its properties and to operate the properties of the Business used by itcarry on its business as now conducted. Each Business Entity The Issuer is duly qualified or licensed to do business and is as a foreign corporation in good standing in each state of the United States jurisdiction in which the Business is conducted that nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification and it to so qualify or be licensed, except where the failure to so qualify or be licensed or be in good standing would not have a material adverse effect on the financial condition or results of operations Material Adverse Effect. The copies of the Business. For Issuer's Charter, bylaws and other organizational documents and instruments (in each case, as amended and/or restated through the purposes of this Agreementdate hereof), a "Material Adverse Effect on heretofore made available to the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change inPurchaser, or a material adverse effect onare true, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreementcomplete and correct copies thereof. (b) The execution, delivery Each Subsidiary of the Issuer is duly organized and performance validly existing under the laws of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any Sellerjurisdiction of its formation, and has all corporate or other power and authority to own its properties and conduct its business as now conducted. All the consummation outstanding shares of capital stock of each corporate Subsidiary of the transactions contemplated hereby and thereby, Issuer have been duly authorized by all necessary corporate and other action on the part of each Seller. This Agreement validly issued and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions are fully paid and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its termsnonassessable and, except as disclosed on SCHEDULE 3.01 hereto, are owned directly or indirectly by the Issuer free and clear of all liens, security interests, charges and encumbrances. The Issuer does not own any interest in any other company or entity other than the Subsidiaries set forth on SCHEDULE 3.01. Except as set forth on SCHEDULE 3.01 hereto, there are no outstanding options, warrants, rights, agreements or commitments to any third party to subscribe for or purchase any equity security of any Subsidiary or to cause any Subsidiary to issue any such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generallyequity security.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction where it State of Delaware. Each Granting Subsidiary (as defined below) is duly organized and validly existing and, as applicable, is in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company and the Granting Subsidiaries is duly qualified or licensed and, as applicable, is in good standing as a foreign corporation, in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it require such qualification or licensing, except for any such failure so to qualify or be in good standing which, individually or in the aggregate, would not have a Material Adverse Effect (as defined in Section 3.4). Each of the Company and the Granting Subsidiaries has all the requisite corporate power and authority to carry on its business as it is now being conducted. The Company has heretofore made available to the Business as currently conducted by it Investor complete and to own or lease and to operate the properties correct copies of the Business used by it. Each Business Entity is qualified to do business Amended and is in good standing in each state Restated Certificate of Incorporation of the United States in which Company (the Business is conducted that requires such qualification "Company Charter") and where the failure to so qualify would have a material adverse effect on the financial condition or results of operations By-laws of the BusinessCompany (the "Company By-Laws") and the certificate of incorporation and by-laws, or the comparable organizational documents, of each of the Granting Subsidiaries, each as amended to date and currently in full force and effect. For the purposes of this Agreement, a "Material Adverse Effect on the BusinessGranting Subsidiary" or the term "material" or any variations thereof used in conjunction with the Business means is (ia) any material adverse change inSubsidiary (as defined in Section 3.12 of this Agreement) of the Company that has, as of the date of this Agreement or at any time after the date of this Agreement, more than $25,000 in assets, except for Compco, Inc., a material adverse effect onDelaware corporation ("Compco"), and any Subsidiaries of Compco, none of which is a Granting Subsidiary and (b) if, at any time after the date hereof, the assets, liabilities, business or operations of the Business with a value or effect in excess of Subsidiaries that are not Granting Subsidiaries hereunder collectively would otherwise have more than $100,000 in respect assets, those Subsidiaries having $25,000 or less in assets that have the largest dollar value of assets to the extent necessary to cause the remaining Subsidiaries that are not Granting Subsidiaries collectively to have no more than $100,000 in assets. The Disclosure Letter (as defined in Section 3.4 of this Agreement) sets forth a complete list of all Granting Subsidiaries as of the subject matter of any particular representation or warrantydate hereof, or (ii) any event or circumstance that would preventand except for the listed Granting Subsidiaries and Compco, materially hinder or materially delay the consummation no Subsidiary of the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any Seller, Company has more than $25,000 in assets and the consummation Subsidiaries that are not Granting Subsidiaries by virtue of the transactions contemplated hereby and thereby, having not more than $25,000 in assets do not collectively have been duly authorized by all necessary corporate and other action on the part of each Seller. This Agreement and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each Sellermore than $100,000 in assets. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity The Issuer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction where it is organized State of Delaware and has all requisite corporate power and authority to carry on the Business as currently conducted by it and under such laws to own or lease and operate its properties and to operate the properties of the Business used by itcarry on its business as now conducted. Each Business Entity The Issuer is duly qualified or licensed to do business and is as a foreign corporation in good standing in each state of the United States jurisdiction in which the Business is conducted that nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification and it to so qualify or be licensed, except where the failure to so qualify or be licensed or be in good standing would not have a material adverse effect on the financial condition or results of operations Material Adverse Effect. The copies of the Business. For Issuer's Charter, bylaws and other organizational documents and instruments (in each case, as amended and/or restated through the purposes of this AgreementClosing Date), a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations heretofore made available to each of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warrantyPurchasers, or (ii) any event or circumstance that would preventare true, materially hinder or materially delay the consummation of the transactions contemplated by this Agreementcomplete and correct copies thereof. (b) The execution, delivery Each Subsidiary of the Issuer is duly organized and performance validly existing under the laws of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any Sellerjurisdiction of its formation, and has all corporate or other power and authority to own its properties and conduct its business as now conducted. All the consummation outstanding shares of capital stock of each corporate Subsidiary of the transactions contemplated hereby and thereby, Issuer have been duly authorized by all necessary corporate and other action on the part of each Seller. This Agreement validly issued and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions are fully paid and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its termsnonassessable and, except as disclosed on Schedule 3.01 hereto, are owned directly or indirectly by the Issuer free and clear of all liens, security interests, charges and encumbrances. The Issuer does not own any interest in any other Person or entity other than the Subsidiaries set forth on Schedule 3.01. Except as set forth on Schedule 3.01 hereto, there are no outstanding options, warrants, rights, agreements or commitments to any third party to subscribe for or purchase any equity security of any Subsidiary or to cause any Subsidiary to issue any such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generallyequity security.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction where it is organized State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties (including the properties to be owned and operated by it after consummation of the Acquisition), to carry on its business as now conducted and as proposed to be conducted following the Business as currently conducted Acquisition, to enter into this Agreement and the Operative Agreements to which it is a party, to issue and sell the Notes, and the' Junior Subordinated Notes to be issued by it in connection with the Acquisition, and to own or lease carry out the transactions contemplated by this Agreement and the Operative Agreements to operate the properties of the Business used by it. Each Business Entity which it is qualified to do business a party. (b) Holding is a corporation duly organized, validly existing and is in good standing in each state under the laws of the United States State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted following the Acquisition, to enter into this Agreement and the Operative Agreements to which it is a party, to issue and sell the Warrants, and the Common Stock and Preferred Stock, and to carry out the transactions contemplated by this Agreement and the Operative Agreements to which it is a party. (c) The Company was organized on October 5, 1994 and has not engaged in which any business other than the Business is conducted that requires such qualification issuance of its capital stock and where the failure to so qualify would have a material adverse effect on the financial condition or results of operations of the Business. For the purposes of this Agreement, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the negotiation and consummation of the transactions contemplated by this Agreement, the Stock Purchase Agreement, the RFE Securities Purchase Agreement and the Senior Loan Agreement, and has incurred no liabilities except for expenses and liabilities incident to its organization and to the carrying out of the transactions contemplated by this Agreement and the Operative Agreements. (bd) The executionHolding was organized cn November 20, delivery 1995 and performance has not engaged in any business other than the issuance of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any Seller, its capital stock and the negotiation and consummation of the transactions contemplated hereby and therebyby this Agreement, have been duly authorized by all necessary corporate and other action on the part of each Seller. This Stock Purchase Agreement, the RFE Securities Purchase Agreement and the Ancillary Documents executed or Senior Loan Agreement, and has incurred no liabilities except for expenses and liabilities incident to be executed its organization and to the carrying out of the transactions contemplated by Seller have been, or will have been, at this Agreement and the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each SellerOperative Agreements. (ce) This GMH is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now conducted and as proposed to be conducted following the Acquisition, to enter into this Agreement and each Ancillary Document constitutes the valid Operative Agreements to which it is a party and legally binding obligation of each Seller, enforceable in accordance with its terms, except as such enforceability may be limited to carry out the transactions contemplated by equitable principles this Agreement and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating the Operative Agreements to or affecting the rights of creditors generallywhich it is a party.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity Borrower is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction where it is organized of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Business as currently conducted by Loan Documents to which it is a party and to own or lease and perform its obligations under the Loan Documents to operate the properties of the Business used by itwhich it is a party. Each Business Entity Subsidiary is qualified to do business a corporation duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Loan Documents to which it is a party, and to perform its obligations under the Loan Documents to which it is a party. Each of the Borrowers and each of their Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on the business as now conducted in each state of the United States jurisdiction in which the Business it is conducted that requires carrying on such qualification and business, except where the failure to so qualify hold such certificates, licenses or permits would not have a material adverse effect on the business, operations, property, assets or condition, financial condition or results of operations otherwise, of the Business. For Borrowers and the purposes of this AgreementSubsidiaries taken as a whole, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. and (b) The executionis duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned, delivery leased or operated by it or the business conducted by it make such qualification necessary and performance the failure so to qualify would permanently preclude such Borrower or Subsidiary from enforcing its rights with respect to any assets or expose such Borrower or Subsidiary to any liability, which in either case would be material to the Borrowers and the Subsidiaries taken as a whole. PASI is duly registered with the SEC as a broker-dealer, is a member in good standing of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any SellerNASD, and is not in arrears with respect to any assessment made on it by the consummation of SIPC. Each Advisory Subsidiary is duly registered with the transactions contemplated hereby SEC as an investment adviser. PASI maintains procedures and thereby, have been duly authorized by all necessary corporate and internal controls reasonably adapted to insure that it does not extend or maintain credit to or for its customers other action on the part of each Seller. This Agreement and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable than in accordance with the provisions of Regulation T of the Board, and officers of PASI regularly supervise its terms, except as such enforceability may be limited by equitable principles activities and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium the activities of employees of PASI to reasonably ensure that PASI does not extend or similar laws relating maintain credit to or affecting for customers other than in accordance with the rights provisions of creditors generallyRegulation T of the Board.

Organization, Standing, Etc. OF EACH BUSINESS ENTITYof the Wired Companies; CORPORATE AUTHORIZATIONCorporate Authorization; ENFORCEABILITYEnforceability. (a) Each Business Entity of the Wired Companies (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction where it is organized of organization and has all requisite corporate power and authority to carry on the Business its business as currently conducted by it and to own or lease and to operate the properties its properties. Each of the Business used by it. Each Business Entity Wired Companies is qualified to do business and is in good standing in each state of the United States jurisdiction in which the Business is property owned, leased or operated by it, or the nature of the business conducted that requires by it, makes such qualification necessary and where in which the failure to so qualify would have a material adverse effect on the business, operations, financial condition or results of operations of the Business. For the purposes of this AgreementWired Companies, taken as a whole (a "Material Adverse Effect on Wired"). With respect to each of the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect onWired Companies, the assets, liabilities, jurisdiction in which it is organized and qualified to do business or operations of the Business with a value or effect is listed in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this AgreementSchedule 2.1. (b) Ventures has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and all other documents and instruments executed or to be executed by Ventures pursuant to this Agreement (the "Ancillary Documents") by any Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and other action on the part of each SellerVentures. This Agreement and the Ancillary Documents all other documents and instruments executed or to be executed by Seller Ventures pursuant to this Agreement have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each SellerVentures. (c) This Agreement and each Ancillary Document constitutes all other agreements executed or to be executed by Ventures pursuant to this Agreement constitute, or will constitute, the valid and legally binding obligation obligations of each SellerVentures, enforceable in accordance with its their respective terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY(a) The Issuer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority under such laws to own or lease and operate its properties and to carry on its business as now conducted. The Issuer is duly qualified or licensed to do business as a foreign corporation in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires it to so qualify or be licensed, except where the failure to so qualify or be licensed or be in good standing would not have a Material Adverse Effect. The copies of the Issuer's Charter, bylaws and other organizational documents and instruments (in each case, as amended and/or restated through the date hereof), heretofore made available to the Purchasers, are true, complete and correct copies thereof. (ab) Each Business Entity Subsidiary of the Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction where it is organized and of its formation, has all requisite corporate or other power and authority to carry on the Business own its properties and conduct its business as currently now conducted by it and to own or lease and to operate the properties of the Business used by it. Each Business Entity is qualified to do business and is duly qualified or licensed to transact business as a foreign company in good standing in each state of the United States jurisdiction in which the Business is conducted that nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification and it to so qualify or be licensed, except (i) as disclosed on SCHEDULE 3.01 hereto, or (ii) where the failure to so qualify or be licensed or be in good standing would not have a material adverse effect on Material Adverse Effect. All the financial condition or results outstanding shares of operations capital stock of each corporate Subsidiary of the Business. For the purposes of this Agreement, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any Seller, and the consummation of the transactions contemplated hereby and thereby, Issuer have been duly authorized by all necessary corporate and other action on the part of each Seller. This Agreement validly issued and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions are fully paid and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable in accordance with its termsnonassessable and, except as disclosed on SCHEDULE 3.01 hereto are owned directly or indirectly by the Issuer free and clear of all liens, security interests, charges and encumbrances. The Issuer does not own any interest in any other company or entity other than the Subsidiaries set forth on SCHEDULE 3.01. Except as set forth on SCHEDULE 3.01 hereto, there are no outstanding options, warrants, rights, agreements or commitments to any third party to subscribe for or purchase any equity security of any Subsidiary or to cause any Subsidiary to issue any such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generallyequity security.

Organization, Standing, Etc. OF EACH BUSINESS ENTITY; CORPORATE AUTHORIZATION; ENFORCEABILITY. (a) Each Business Entity Borrower is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the jurisdiction where it is organized of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Business as currently conducted by Loan Documents to which it is a party and to own or lease and perform its obligations under the Loan Documents to operate the properties of the Business used by itwhich it is a party. Each Business Entity Subsidiary is qualified to do business a corporation duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted, to enter into the Loan Documents to which it is a party, and to perform its obligations under the Loan Documents to which it is a party. Each of the Borrowers and each of their Subsidiaries (a) holds all certificates of authority, licenses and permits necessary to carry on the business as now conducted in each state of the United States jurisdiction in which the Business it is conducted that requires carrying on such qualification and business, except where the failure to so qualify hold such certificates, licenses or permits would not have a material adverse effect on the business, operations, property, assets or condition, financial condition or results of operations otherwise, of the Business. For Borrowers and the purposes of this AgreementSubsidiaries taken as a whole, a "Material Adverse Effect on the Business" or the term "material" or any variations thereof used in conjunction with the Business means (i) any material adverse change in, or a material adverse effect on, the assets, liabilities, business or operations of the Business with a value or effect in excess of $100,000 in respect of the subject matter of any particular representation or warranty, or (ii) any event or circumstance that would prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. and (b) The executionis duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned, delivery leased or operated by it or the business conducted by it make such qualification necessary and performance the failure so to qualify would permanently preclude such Borrower or Subsidiary from enforcing its rights with respect to any assets or expose such Borrower or Subsidiary to any liability, which in either case would be material to the Borrowers and the Subsidiaries taken as a whole. PSI is duly registered with the SEC as a broker-dealer, is a member in good standing of this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement (the "Ancillary Documents") by any SellerNASD, and is not in arrears with respect to any assessment made on it by the consummation of SIPC. Each Advisory Subsidiary is duly registered with the transactions contemplated hereby SEC as an investment adviser. PSI maintains procedures and thereby, have been duly authorized by all necessary corporate and internal controls reasonably adapted to insure that it does not extend or maintain credit to or for its customers other action on the part of each Seller. This Agreement and the Ancillary Documents executed or to be executed by Seller have been, or will have been, at the time of their respective executions and deliveries, duly executed and delivered by a duly authorized officer of each Seller. (c) This Agreement and each Ancillary Document constitutes the valid and legally binding obligation of each Seller, enforceable than in accordance with the provisions of Regulation T of the Board, and officers of PSI regularly supervise its terms, except as such enforceability may be limited by equitable principles activities and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium the activities of employees of PSI to reasonably ensure that PSI does not extend or similar laws relating maintain credit to or affecting for customers other than in accordance with the rights provisions of creditors generallyRegulation T of the Board.