Common use of Due Organization and Authorization Clause in Contracts

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as a Registered Organizations only in the States Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has previously delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C signed by Borrower and each Guarantor, respectively, certificate entitled “Perfection Certificate”” which certificate shall be updated by Borrower within thirty (30) days of the date of this Agreement. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing with or Governmental Approval from any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are is duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions its jurisdiction of formation and are is qualified and licensed to do business and are is in good standing in any jurisdiction in which the conduct of their its business or their its ownership of property requires that they it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdictionjurisdiction (except as previously consented to in writing by Bank); and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Due Organization and Authorization. Borrower and each of its Subsidiaries are is duly existing and in good standing as a Registered Organizations only Organization in the States in their respective jurisdictions State of formation Delaware and are is qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectivelyBorrower, entitled “"Perfection Certificate”". Borrower represents and warrants to Bank that (a) Borrower’s 's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s 's organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s 's place of business, or, if more than one, its chief executive office as well as Borrower’s 's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s 's organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s 's organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectsrespects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has and each Guarantor have delivered to Bank a completed certificates certificate substantially in the form attached hereto as Exhibit C signed by Borrower and each Guarantor, respectivelyas applicable, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s and each Guarantor’s exact legal name is that indicated on the applicable Perfection Certificate and and, in the case of the Borrower, on the signature page hereof; (b) Borrower and each Guarantor is an organization of the type and is organized in the jurisdiction set forth in the applicable Perfection Certificate; (c) the each applicable Perfection Certificate accurately sets forth Borrower’s and each Guarantor’s organizational identification number or accurately states that Borrower or such Guarantor has none; (d) the each applicable Perfection Certificate accurately sets forth Borrower’s and each Guarantor’s place of business, or, if more than one, its each chief executive office as well as Borrower’s and each Guarantor’s mailing address (if different than its chief executive office); (e) Borrower Borrower, each Guarantor (and each of its their predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the each Perfection Certificate pertaining to Borrower and each of its Subsidiaries Guarantor is accurate and complete in all material respectscomplete. If Borrower or any Guarantor is not now a Registered Organization but later becomes one, Borrower or such Guarantor, as the case may be, shall promptly notify Bank of such occurrence and provide Bank with Borrower’s or such Guarantor’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C signed by each Borrower and each Guarantor, respectively, entitled (the “Perfection Certificate”). Borrower represents and warrants to Bank that that: (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as set forth on the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Closing Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or approval from any Governmental Authority (except such approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and Borrower, each of its Subsidiaries Subsidiaries, if any, and each Guarantor are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower and each Guarantor has delivered to Bank a completed certificates certificate substantially in the form attached hereto as Exhibit C provided by Bank prior to the effective date, signed by Borrower and Borrower, each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s and each Guarantor’s exact legal name is that indicated on the each respective Perfection Certificate and on the signature page hereofthereof; (b) Borrower and each Guarantor is an organization of the type and is organized in the jurisdiction set forth in the each respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth Borrower’s or Guarantors’, as the case may be, organizational identification number or accurately states that Borrower or such Guarantor has none; (d) the each Perfection Certificate accurately sets forth Borrower’s and each Guarantor’s respective place of business, or, if more than one, its each chief executive office as well as Borrower’s and Guarantor’s respective mailing address (if different than its chief executive office); (e) Borrower and each Guarantor (and each of its predecessorsrespective predecessor) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries and each Guarantor is accurate and complete in all material respects. If Borrower or any Guarantor is not now a Registered Organization but later becomes one, Borrower or such Guarantor shall promptly notify Bank of such occurrence and provide Bank with Borrower’s or such Guarantor’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s or any Guarantor’s organizational documents, nor constitute an event of default under any material agreement by which Borrower or any Guarantor is bound. Neither Borrower nor any Guarantor is not in default under any agreement to which it either is a party or by which it either is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower Borrowers and each of its their Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrowers’ businesses. In connection with this Agreement, Borrower has Borrowers have delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C each signed by Borrower and each Guarantor, respectivelythe appropriate Borrower, entitled “Perfection Certificate”. .” Each Borrower represents and warrants to Bank that (a) such Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) such Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth such Borrower’s organizational identification number or accurately states that such Borrower has none; (d) the Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more than one, its chief executive office as well as such Borrower’s mailing address (if different than its chief executive office); (e) such Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to such Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that such Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower is not now a Registered Organization but later becomes one, Borrower Borrowers shall promptly notify Bank of such occurrence and provide Bank with such Borrower’s organizational identification number. The execution, delivery and performance by Borrowers of the Loan Documents to which they are a party have been duly authorized, and do not (i) conflict with any of a Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which a Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which a Borrower is bound. No Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on such Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower Parent has delivered to Bank Collateral Agent a completed certificates substantially in the form attached hereto as Exhibit C perfection certificate signed by Borrower and each GuarantorParent (as may be updated from time to time in accordance with Section 3.2(d), respectively, entitled the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Collateral Agent of such occurrence and provide Bank Collateral Agent with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documentsOperating Documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and except for filings with the Securities Exchange Commission or NASDAQ, which shall be made following closing) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing standing, as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdictionjurisdiction of formation; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled “Collateral Information Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documentsOperating Documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions State of formation Delaware and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could would not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates certificate substantially in the form attached hereto as Exhibit C F signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. .” Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected is likely to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C each signed by Borrower and each Guarantor, respectivelyBorrower, entitled Perfection Certificate (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification numberthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C satisfactory to Bank signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) other than its merger with N▇▇▇▇▇▇.▇▇▇ in 2002, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectsrespects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (other than TrainingServer) are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation formation, and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates certificate substantially in the form attached hereto as Exhibit C H signed by Borrower Borrower, providing all requested information for Borrower, Centra, Saba International, Storm, Thinq and each Guarantor, respectively, and entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the its Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the its Perfection Certificate; (c) the Borrower’s Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Borrower’s Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Borrower’s Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has previously delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Each Borrower and each of its Group’s Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on such Borrower’s business. In connection with this Agreement, each Borrower and Guarantor has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C F each signed by each Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Each Borrower represents and warrants to Bank that (a) such Borrower’s or Guarantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) such Borrower or Guarantor is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth such Borrower’s or Guarantor’s organizational identification number or accurately states that such Borrower or Guarantor has none; (d) the Perfection Certificate accurately sets forth such Borrower’s or Guarantor’s place of business, or, if more than one, its chief executive office as well as such Borrower’s or Guarantor’s mailing address (if different than its chief executive office); (e) neither Borrower nor Guarantor (and each of its respective predecessors) has nothas, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower Group and each of its Subsidiaries is accurate and complete in all material respectscomplete. If neither Borrower nor Guarantor is not now a Registered Organization but later becomes one, such Borrower or Guarantor shall promptly notify Bank of such occurrence and provide Bank with such Borrower’s or Guarantor’s organizational identification number. The execution, delivery and performance by Borrowers and Guarantors of the Loan Documents have been duly authorized, and do not (1) conflict with any Borrower’s or Guarantor’s organizational documents, nor (2) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (3) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which either Group or any its Subsidiaries or any of their property or assets may be bound or affected, (4) require any action by, filing with or Governmental Approval from any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or are being obtained pursuant to Section 6.1(c)) or (5) constitute an event of default under any material agreement by which such Borrower or Guarantor is bound. Neither Borrower nor Guarantor is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on any Borrower’s or Guarantor’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates certificate substantially in the form attached hereto as Exhibit C E signed by Borrower and each Guarantor, respectivelyBorrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectivelyBorrower, entitled Perfection Certificate (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification identification/corporation number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational structure or type, or any organizational organizational/corporation number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C F, each signed by Borrower and each Guarantor, respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s and each respective GlobalScape Subsidiaries’ exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower and each respective GlobalScape Subsidiaries’ is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s and each respective GlobalScape Subsidiaries’ organizational identification number or accurately states that Borrower and each respective GlobalScape Subsidiary has none; (d) the Perfection Certificate accurately sets forth Borrower’s and each respective GlobalScape Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each respective GlobalScape Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each respective GlobalScape Subsidiary (and each of its their predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each respective GlobalScape Subsidiary, and each of its Subsidiaries their Subsidiaries, is accurate and complete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation formation, and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the form attached hereto as Exhibit C F signed by Borrower Borrower, Centra, Spruce and each GuarantorGuarantor (other than Thinq which is covered by the Borrower’s Perfection Certificate), respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the its Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the its Perfection Certificate; (c) the Borrower’s Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Borrower’s Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Borrower’s Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

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

Due Organization and Authorization. Except for Shafi, Inc. and Shafi Innovation, Inc., Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank Pledgors a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled (the “Perfection Certificate”). Borrower represents and warrants to Bank Pledgors that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries (except for Shafi, Inc. and Shafi Innovation, Inc.) is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in all material respectsthe Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Pledgors of such occurrence and provide Bank Pledgors with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Pledgor Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected have a material adverse effect on Borrower’s business. Concurrently with this Agreement and the other Pledgor Loan Documents, Borrower will deliver to cause Pledgors a Material Adverse Changecertificate of the Secretary of each Borrower with respect to articles, bylaws, incumbency and resolutions adopted by such Borrower’s board of directors authorizing the execution and delivery of this Agreement and the other Pledgor Loan Documents to which such Borrower is a party and the transactions contemplated thereby and certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Pledgor Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Pledgor Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Pledgor Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Pledgors may conclusively rely on such certificate unless and until such Person shall have delivered to Pledgors a further certificate canceling or amending such prior certificate.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing standing, as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectively, entitled “(the "Perfection Certificate”"). Borrower represents and warrants to Bank that (a) Borrower’s 's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s 's organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s 's place of business, or, if more than one, its chief executive office as well as Borrower’s 's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s 's organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s 's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing standing, as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectivelyBorrower, entitled “"Perfection Certificate”". Borrower represents and warrants to Bank that that (a) Borrower’s 's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s 's organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s 's place of business, or, if more than one, its chief executive office as well as Borrower’s 's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s 's organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s 's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. As of the date hereof, Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could would reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower's business.

Due Organization and Authorization. (a) Borrower and each of its Subsidiaries Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank Lender a completed certificates substantially in the form attached hereto as Exhibit C perfection certificate signed by Borrower and each Guarantor, respectively, entitled (the “Perfection Certificate”). Borrower represents and warrants to Bank Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Lender of such occurrence and provide Bank Lender with Borrower’s organizational identification number. . (b) The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

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

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, each Borrower has delivered to Bank a completed certificates substantially in the form attached hereto as Exhibit C certificate signed by Borrower and each Guarantor, respectivelyBorrower, entitled Perfection Certificate (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectsrespects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificates certificate substantially in the form attached hereto as Exhibit C F signed by Borrower and each Guarantor, respectivelyBorrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (such representations and warranties to be subject to updated disclosure pursuant to Section 7.2 hereof) (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) as of the Effective Date, all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete in all material respectscomplete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to cause have a Material Adverse Changematerial adverse effect on Borrower’s business.