Common use of Due Organization, Authorization; Power and Authority Clause in Contracts

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders 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, (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) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, 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 have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in the State of Nevada, being its jurisdiction of formation formation, and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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 jurisdictionMaterial Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders Lender of such occurrence and provide Lenders Lender with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents and Specified Letter of Credit to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, 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 have a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is Bank that indicated all information set forth on the signature page hereof; Perfection Certificate is accurate and complete (b) it being understood and agreed that Borrower (and each of its predecessors) has not, may from time to time update certain information in the past five (5) years, changed its jurisdiction of formation, organizational structure Perfection Certificate after the Effective Date to the extent permitted by one or type, or any organizational number assigned by its jurisdictionmore specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders Bank of such occurrence and provide Lenders 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, (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), effect or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, 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 have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, Lender that (a) Borrower’s exact legal name is that indicated on the on the signature page hereof; (b) Borrower is a corporation incorporated under that laws of the state of Delaware; (c) Borrower’s chief executive office as well as Borrower’s mailing address (if different than its chief executive office) is set forth in Section 10 (or is as otherwise notified by Borrower from time to time in writing); and (bd) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders Lender of such occurrence and provide Lenders Lender 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, (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 EXECUTION VERSION force and effect), ) or (v) conflict with, contravene, constitute a default or breach underan event of default, or result in or permit the termination or acceleration ofrequire consent of any third party that has not already been obtained, under any material agreement by which Borrower is bound, including, but not limited to, any agreements underlying any Permitted Senior Indebtedness. Each of this Agreement and the other Loan Documents constitutes the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 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 have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Company and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification numberMaterial Adverse Effect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Borrowerthe part of the Company and no further action is required by the Company, the Board of Directors or the Company’s businessstockholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Company and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification numberMaterial Adverse Effect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Borrowerthe part of the Company and no further action is required by the Company, the Board of Directors or the Company’s businessstockholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Each Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) Borrower (All information set forth on the Perfection Certificate pertaining to Borrowers and each of its predecessors) has nottheir Subsidiaries is true and correct in all material respects (it being understood and agreed that Borrowers may from time to time, after the Effective Date, update certain information in the past five Perfection Certificate and the Perfection Certificate shall be deemed to be updated when such updated Perfection Certificate is delivered to Bank). (5c) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification number. The execution, delivery and performance by each Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries such Subsidiary 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) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Borrower or such Subsidiary is bound. Neither Borrower is not nor any of its Subsidiaries are 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 have a material adverse effect on Borrower’s business.which

Due Organization, Authorization; Power and Authority. Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation incorporation or organization and is are qualified and licensed to do business and is are in good standing in any other jurisdiction in which the conduct of its their respective business or its ownership of property requires that it they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Effect. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, Lender that (a) Borrower’s exact legal name is that indicated on Schedule 1 and on the signature page hereof; and (b) Borrower is a corporation organized under the laws of the State of New York; and (c) Section 10 and each Schedule 1 accurately set forth Borrower’s place of its predecessors) has notbusiness, in the past five (5) yearsor, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction. If Borrower is not now a Registered Organization but later becomes if more than one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with its chief executive office as well as Borrower’s organizational identification numbermailing address (if different than its chief executive office). 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 contravene the terms of any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or which, if not obtained or made, such failure would not reasonably be expected to have a Material Adverse Effect) or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement by which Borrower is bound. Borrower is , except in each case, where such conflict, violation or contravention would 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 have a material adverse effect on Borrower’s businessMaterial Adverse Effect.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Company and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified so qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification numberMaterial Adverse Effect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except such for the Governmental Approvals which have already been obtained and are in full force and effecteffect and except for (A) notice to the 1315 Investor of the proposed purchase and sale contemplated hereunder pursuant to the Investor Rights Agreement dated May 17, 2019 between the Company and the 1315 Investor (the “Prior 1315 Investor Rights Agreement”), and (B) customary post-closing filings required to be made in accordance with Applicable Securities Laws), (v) require any action by, consent of, or notice to any third party (except for the notice to the 1315 Investor described in clause (iv)(A) above), or (vvi) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Borrowerthe part of the Company and no further action is required by the Company, the Board of Directors or the Company’s businessshareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. Borrower Each Credit Party is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrowersuch Credit Party’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated All information set forth on the signature page hereof; and (b) Borrower (Perfection Certificate pertaining to the Credit Parties and each of its predecessors) has not, their Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the past five (5) years, changed its jurisdiction of formation, organizational structure Perfection Certificate after the Effective Date to the extent permitted by one or type, or any organizational number assigned by its jurisdictionmore specific provisions in this Agreement). If Borrower any Credit Party is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders Bank of such occurrence and provide Lenders Bank with Borrowersuch Credit Party’s organizational identification number. The execution, delivery and performance by Borrower each Credit Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with violate any of Borrowersuch Credit Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable to such Credit Party, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower any Credit Party or any of its their 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, from any Governmental Authority (Authority, in each case, to be made, obtained or taken by any Credit Party, except such Governmental Approvals which have already been obtained and are in full force and effect), effect or (v) conflict withviolate, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower any Credit Party or Subsidiary is bound. Borrower No Credit Party or Subsidiary 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 have result in a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Company and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification numberMaterial Adverse Effect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Borrowerthe part of the Company and, except for the Shareholder Approval(s), no further action is required by the Company, the Board of Directors or the Company’s businessshareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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 jurisdictionMaterial Adverse Change. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders Lender of such occurrence and provide Lenders Lender 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, (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), effect or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, 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 have a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Lenders Bank that, except except, in each case, as may have been updated by a notification to Lenders pursuant to Bank in accordance with Section 7.2, (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) Borrower (is an organization of the type and each of its predecessors) has not, is organized in the past five jurisdiction set forth in the Perfection Certificate; (5c) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with the Perfection Certificate accurately sets forth Borrower’s organizational identification number. 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 The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorizedauthorized by Borrower, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effecteffect and filings necessary to perfect Liens granted under the Loan Documents), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, 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 have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Borrower and each of its Subsidiaries and Managed Practices is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and Borrower and each of its Subsidiaries and Managed Practices is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Material Adverse Change. In connection with this Agreement, Borrower’s business, and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate and any updates or supplements thereto on, before or after the Effective Date (each a “Perfection Certificate” and collectively, the “Perfection Certificates”) and such Perfection Certificates contain the name of each Managed Practice, the state of formation of such Managed Practice and the address for the headquarters of such practice to the extent not previously disclosed. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated all the information set forth on the signature page hereof; and (b) Perfection Certificates pertaining to 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. If Borrower Subsidiaries and Managed Practices is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence accurate and provide Lenders with Borrower’s organizational identification numbercomplete. The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is is, or they are, a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto in a manner that could reasonably be expected to have a Material Adverse Change, (iii) contravene, conflict or violate any material applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) conflict with, contravene, constitute a an event of default or breach under, or result in or permit the termination or acceleration of, under any material agreement by which Borrower, any of its Subsidiaries or any of their respective properties, is bound in a manner that could reasonably be expected to have a Material Adverse Change. Neither Borrower nor any of its Subsidiaries is bound. Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessbusiness or operations. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) All information set forth on the Perfection Certificate pertaining to Borrower (and each of its predecessors) has not, Subsidiaries is true and correct in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the past five (5) years, changed its jurisdiction of formation, organizational structure Perfection Certificate after the First Amendment Effective Date to the extent permitted by one or type, or any organizational number assigned by its jurisdiction. If Borrower more specific provisions in this Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders provided to Bank of such occurrence and provide Lenders with Borrower’s organizational identification numberpermitted update). (c) The execution, delivery and performance by Borrower Xxxxxxxx and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with 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) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound, or applicable consents or waivers have been obtained. Neither Borrower is not nor any of its Subsidiaries are in default under any material agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.or any of its Subsidiary’s business or operations (taken as a whole). 4.2

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessbusiness or operations. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) All information set forth on the Perfection Certificate pertaining to Borrower (and each of its predecessors) has not, Subsidiaries is true and correct (it being understood and agreed that Borrower may from time to time update certain information in the past five (5) years, changed its jurisdiction of formation, organizational structure Perfection Certificate after the Effective Date to the extent permitted by one or type, or any organizational number assigned by its jurisdiction. If Borrower more specific provisions in this Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders provided to Bank of such occurrence and provide Lenders with Borrower’s organizational identification numberpermitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable 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) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. (d) No Default or Event of Default has occurred and is continuing, nor shall either result from the making of a requested Credit Extension. Neither Borrower is not nor any of its Subsidiaries are in default under any agreement to which it is a party Material Contract. (e) Since December 31, 2019, there has been no development or by which it is bound in which the default could event that has had or would reasonably be expected to have a material adverse effect on Borrower’s business.Material Adverse Change. 4.2

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Company and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification numberMaterial Adverse Effect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, including their respective certificate of incorporation and bylaws, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except for the Stockholder Approval and such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by the this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Borrowerthe part of the Company and no further action is required by the Company, the Board of Directors or the Company’s businessstockholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. Borrower The Company and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdiction jurisdictions of organization or formation and the Company and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business businesses or its ownership of property requires that it be qualified so qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) 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. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders of such occurrence and provide Lenders with Borrower’s organizational identification numberMaterial Adverse Effect. The execution, delivery and performance by Borrower the Company of the Loan Transaction Documents to which it is a party have been duly authorized, do not and do will not (i) conflict with the Company’s or any of Borrower’s its Subsidiaries’ organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of LawLaw applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower the Company, or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, notice to or qualification with, or Governmental Approval from, any Governmental Authority or any other Person (except such for the Governmental Approvals which have already been obtained and are in full force and effecteffect and except for (A) notices to each of the 1315 Investor, Greybrook Investor and the Masters Investors of the proposed purchase and sale contemplated hereunder pursuant to the Investor Rights Agreement dated as of June 14, 2021 between the Company and, inter alia, the 1315 Investor, Greybrook Investor and the Masters Investors (the “Investor Rights Agreement”), and (B) customary post-closing filings required to be made in accordance with Applicable Securities Laws), (v) require any action by, consent of, or notice to any third party (except for the Company’s notice obligations under the Investor Rights Agreement described in clause (iv)(A) above), or (vvi) conflict with, contravene, constitute a an event of default or material breach under, or result in or permit under any Material Agreement by which the termination or acceleration ofCompany, any material agreement by which Borrower of its Subsidiaries or any of their respective properties, is bound. Borrower Neither the Company nor any of its Subsidiaries is not in default or material breach under any agreement Material Agreement to which it is a party or by which it or any of its assets is bound in which the such default could reasonably be expected to have a material adverse effect Material Adverse Effect. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on Borrowerthe part of the Company and no further action is required by the Company, the Board of Directors or the Company’s businessshareholders in connection herewith or therewith.

Due Organization, Authorization; Power and Authority. (a) Borrower is and each of its Subsidiaries are each duly existing and in good standing as a Registered Organization in its their respective jurisdiction of formation and is are qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its their respective business or its their ownership of property requires that it they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessbusiness or operations. Borrower represents and warrants to Lenders that, except as may have been updated by a notification to Lenders pursuant to Section 7.2, (a) Borrower’s exact legal name is that indicated on the signature page hereof; and (b) All information set forth on the Perfection Certificate pertaining to Borrower (and each of its predecessors) has not, Subsidiaries is true and correct (it being understood and agreed that Borrower may from time to time update certain information in the past five (5) years, changed its jurisdiction of formation, organizational structure Perfection Certificate after the Effective Date to the extent permitted by one or type, or any organizational number assigned by its jurisdiction. If Borrower more specific provisions in this Agreement and the Perfection Certificate shall be deemed to be updated to the extent such notice is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lenders provided to Bank of such occurrence and provide Lenders with Borrower’s organizational identification numberpermitted update). (c) The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or any such Subsidiary’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Applicable Law, (iii) contravene, conflict with 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) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower or any of its Subsidiaries is bound. Neither Borrower is not nor any of its Subsidiaries are 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 have a material adverse effect on Borrower’s business.or any of its Subsidiary’s business or operations. 4.2