Common use of Organization, Authority and No Conflict Clause in Contracts

Organization, Authority and No Conflict. Borrower is a corporation or limited partnership, duly organized, validly existing and in good standing in the State of its organization, its state organizational identification number is as set forth on the Information Certificate and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens or material penalties, or otherwise affecting Lender's rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's execution, delivery and performance of this Agreement and the Other Agreements do not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien upon any of Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnership, duly organized, validly existing and in good standing in the State of its organization, its state organizational identification number is as set forth on the Information Certificate and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens or material penalties, or otherwise affecting Lender's ’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organizationFlorida, its state organizational identification number is as set forth on the Information Certificate P94000044996 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipliability company, duly organized, validly existing and in good standing in the State of its organizationIllinois, its state organizational identification number is as set forth on the Information Certificate 02832984 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Administrative Agent’s or any Lender's ’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements other Loan Documents and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do other Loan Documents does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organizationMinnesota, its state organizational identification number is as set forth on the Information Certificate MN3U-811 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's rights. Each Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its incorporation. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipan entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of the jurisdiction of its organizationincorporation, its state organizational organization or formation. Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is as and organization identification number are correctly set forth on the Information Certificate and Schedule 9.06. Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Borrower Bxxxxxxx has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do Loan Documents does not conflict with the provisions of the organizational documents of BorrowerBxxxxxxx, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and Borrower's Bxxxxxxx’s execution, delivery and performance of this Agreement and the Other Agreements shall Loan Documents will not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected. If Borrower is a partnership or limited liability company, Borrower has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipan entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of the jurisdiction of its organizationincorporation, its state organizational organization or formation. Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is as and organization identification number are correctly set forth on the Information Certificate and Schedule 9.06. Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights, in each case to the 52 extent that failure to so qualify would not be reasonably expected to result in a Material Adverse Effect. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do Loan Documents does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements shall Loan Documents will not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected. If Borrower is a partnership or limited liability company, Borrower has not expressly elected to have its Equity Interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organizationNew Jersey, its state organizational identification number is 0100312658. Except as set forth on the Information Certificate and Borrower Schedule 11(f), each Subsidiary is duly qualified and in good standing in all states under the laws of each jurisdiction where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower any Subsidiary is not so qualified, Borrower such Subsidiary may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Borrower Each Obligor has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's ’s and its Subsidiaries’ execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrowerany such Person, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrowerany such Person, except for conflicts with agreements, contracts or other documents which would not reasonably be expected to have a Material Adverse Effect on Borrowerany such Person, and Borrower's ’s and its Subsidiaries’ execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon the property of any of Borrower's property such Person (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower any such Person or any of its property may be bound or affected.

Organization, Authority and No Conflict. Each Borrower is a corporation or limited partnershipan entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of the jurisdiction of its organizationincorporation, its state organizational organization or formation. Each Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is as and organization identification number are correctly set forth on the Information Certificate and Schedule 9.06. Each Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights, in each case to the extent that failure to so qualify would not be reasonably expected to result in a Material Adverse Effect. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Each Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do Loan Documents does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and such Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements shall Loan Documents will not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's such Xxxxxxxx’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected. If a Borrower is a partnership or limited liability company, such Borrower has not expressly elected to have its Equity Interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Borrower Digital is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organizationNorth Carolina, its state organizational identification number is as set forth on the Information Certificate 225036BUS and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's rights. Digital Audio is a corporation, duly organized, validly existing and in good standing in the State of North Carolina, its state organizational identification number is 364867BUS and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender's rights. TwinVision is a corporation, duly organized, validly existing and in good standing in the State of North Carolina, its state organizational identification number is 396891BUS and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Lender's rights. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Each Borrower's execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, such Borrower except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on a Borrower, and each Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of such Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnership, duly organized, validly existing and in good standing in the State of its organizationDelaware, its state organizational identification number is as set forth on the Information Certificate 2465768 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected. Holdings’ execution, delivery and performance of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause an “Event of Default”, as defined therein.

Organization, Authority and No Conflict. If a Borrower is a corporation corporation, limited liability company or limited partnership, such Borrower is duly organized, validly existing and in good standing in the State its state of its organization, organization as set forth on Exhibit A and its state organizational identification number is as set forth on the Information Certificate Exhibit A and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens or material penalties, or otherwise affecting Lender's rightsnecessary. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Each Borrower's execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on such Borrower, and each Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of such Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnership, duly organized, validly existing and in good standing in the State of its organizationDelaware, its state organizational identification number is as set forth on the Information Certificate 884062 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Prior to the Merger, Borrower is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organization, Delaware and its state organizational identification number is as set forth on 3356256 and after the Information Certificate Merger, Borrower is a corporation, duly organized, validly existing and in good standing in the State of Delaware and its organizational identification number is 2100598. Both before and after the Merger, Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if except to the extent any failure to so qualify would not have a Material Adverse Effect on Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens or material penalties, or otherwise affecting affect Lender's rights. Both before and after the Merger, Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Each Borrower is a corporation or limited partnershipan entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of the jurisdiction of its organizationincorporation, its state organizational organization or formation. Each Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is and organization identification number are correctly set forth on Schedule 9.06. Except as set forth on the Information Certificate and Schedule 9.06, each Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Each Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do Loan Documents does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and such Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements Loan Documents shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected. If a Borrower is a partnership or limited liability company, Borrower has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the Uniform Commercial Code.

Organization, Authority and No Conflict. Borrower is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organizationDelaware, its state organizational identification number is as set forth on the Information Certificate P030973 and Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, including, without limitation, the Indenture, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on Borrower, and Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected. Holdings’ execution, delivery and performance of the Continuing Unconditional Guaranty does not conflict with the Indenture nor will it cause a Default thereunder.

Organization, Authority and No Conflict. Each Borrower is a corporation or limited partnershipliability company, duly organized, validly existing and in good standing in the State its state of its incorporation or organization, its state organizational identification number is as set forth on the Information Certificate and each Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any Liens liens or material penalties, or otherwise affecting Lender's ’s rights. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements other Loan Documents and perform its obligations hereunder and thereunder. Each Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do other Loan Documents does not conflict with the provisions of the organizational documents of any Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on BorrowerBorrowers, except for conflicts with agreements, contracts or other documents which would not reasonably be expected to have a Material Adverse Effect on BorrowerEffect, and each Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements other Loan Documents shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which any Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Each Borrower is a corporation or limited partnershipcorporation, duly organized, validly existing and in good standing in the State of its organizationIllinois, its state organizational identification number is as set forth on the Information Certificate and such Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its rights, incurring any Liens or material penalties, penalties or otherwise affecting Lender's rights. CTI Industries' State Organization Identification Number is 6178-634-1 and CTI Helium's State Oxxxxxxxxxxnal Identification Number is 6201-017-7. Each Borrower has the right and power rxxxx xxx xower and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder. Each Borrower's execution, delivery and performance of this Agreement and the Other Agreements do not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on such Borrower, and each Borrower's execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any Lien upon any of such Borrower's property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected.

Organization, Authority and No Conflict. Each Borrower is a corporation or limited partnershipan entity of the type set forth on Schedule 9.06, duly organized, validly existing and in good standing in under the State laws of the jurisdiction of its organizationincorporation, its state organizational organization or formation. Each Borrower’s jurisdiction of incorporation, organization or formation, federal employer identification number is as and organization identification number are correctly set forth on the Information Certificate and Schedule 9.06. Each Borrower is duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or, if such Borrower is not so qualified, such Borrower may cure any such failure without losing any of its material rights, incurring any Liens liens or material penalties, or otherwise materially affecting Lender's ’s rights. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements Loan Documents and perform its obligations hereunder and thereunder. Each Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements do Loan Documents does not conflict with the provisions of the organizational documents of such Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on such Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect on BorrowerEffect, and such Borrower's ’s execution, delivery and performance of this Agreement and the Other Agreements Loan Documents shall not result in the imposition of any Lien lien or other encumbrance upon any of Borrower's ’s property (other than Permitted Liens) under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which such Borrower or any of its property may be bound or affected. If a Borrower is a partnership or limited liability company, such Borrower has not expressly elected to have its equity interests treated as “Securities” under and as defined in Article 8 of the UCC.