Common use of Due Organization and Authorization Clause in Contracts

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"). Borrower represents and warrants to Bank that (a) Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's place of business, or, if more than one, its chief executive office as well as Borrower's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateand Guarantor, the "PERFECTION CERTIFICATE")respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect, or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the completed Representations and Warranties Certificateform attached hereto as Exhibit F, dated March 3, 2005, each signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateand each Guarantor, the "PERFECTION CERTIFICATE")respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s and each respective GlobalScape Subsidiaries’ exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower and each respective GlobalScape Subsidiaries’ is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s and each respective GlobalScape Subsidiaries’ organizational identification number or accurately states that Borrower and each respective GlobalScape Subsidiary has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s and each respective GlobalScape Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower's ’s and each respective GlobalScape Subsidiaries’ mailing address (if different than its chief executive office); (e) Borrower and each respective GlobalScape Subsidiary (and each of its their predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each respective GlobalScape Subsidiary, and each of its Subsidiaries their Subsidiaries, is accurate and completecomplete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. 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 ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) , if any, are duly existing and in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the Collateral Agent a completed Representations and Warranties Certificate, dated March 3, 2005, perfection certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Collateral Agent of such occurrence and provide Bank Collateral Agent with Borrower's ’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’s Operating Documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, each Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection CertificateCertificates; (c) the Perfection Certificate Certificates accurately sets set forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate Certificates accurately sets set forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificates after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except for (A) such Governmental Approvals which have already been obtained and are in full force and effect and (B) such actions, filings, registrations, qualifications or Governmental Approvals the absence of which could not reasonably be expected to cause a Material Adverse Change or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change.

Due Organization and Authorization. Borrower Borrowers and each of its their Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's Borrowers’ business. In connection with this Agreement, Borrower has Borrowers have delivered to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005form attached hereto as Exhibit F, signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrowers, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents Borrowers jointly and warrants severally represent and warrant to Bank that (a) each Borrower's ’s exact legal name is that indicated on the such Borrower’s Perfection Certificate and on the signature page hereof; (b) each Borrower is an organization of the type and is organized in the jurisdiction set forth in the such Borrower’s Perfection Certificate; (c) the each Borrower’s Perfection Certificate accurately sets forth such Borrower's federal employer ’s organizational identification number or accurately states that such Borrower has none; (d) the each Borrower’s Perfection Certificate accurately sets forth such Borrower's ’s place of business, or, if more than one, its chief executive office as well as such Borrower's ’s mailing address (if different than its chief executive office); (e) neither Borrower (and each nor any of its predecessors) has nothas, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the each Borrower’s Perfection Certificate pertaining to such Borrower and each of its Subsidiaries is accurate and complete. If a Borrower is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Bank of such occurrence and provide Bank with such Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with either Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which either Borrower is bound. Neither 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 such Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are Guarantor is duly existing and in good standing as a Registered Organization in their respective jurisdictions its jurisdiction of formation and are is qualified and licensed to do business and are is in good standing in any jurisdiction in which the conduct of their its business or their its ownership of property requires that they it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s or such Guarantor’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, certificates each signed by Borrower (as updated and the Guarantors, respectively, each entitled a “Perfection Certificate.” Unless otherwise expressly indicated, references in writing by Borrower to Bank from time to time prior this Agreement singularly to the Effective DatePerfection Certificate are to the Perfection Certificate signed by the Borrower, and references to plural Perfection Certificates are to the "PERFECTION CERTIFICATE")Perfection Certificates signed by the Borrower and each Guarantor. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) Borrower is a Registered Organization and the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has nonenumber; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If complete in all material respects (it being understood and agreed that Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification numbermay from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and except for the filing of certain of the Loan Documents with the Securities and Exchange Commission upon execution or any amendment thereof) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has previously delivered to Bank the completed Representations and Warranties Perfection Certificate, dated March 3, 2005, signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has previously delivered to Bank the a completed Representations and Warranties certificate entitled “Perfection Certificate, dated March 3, 2005, signed ” which certificate shall be updated by Borrower within thirty (as updated in writing by Borrower to Bank from time to time prior to 30) days of the Effective Date, the "PERFECTION CERTIFICATE")date of this Agreement. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing with or Governmental Approval from any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) , if any, are duly existing and in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business’s business or operations. In connection with this Agreement, Borrower has delivered to Bank the Agent and Lenders a completed Representations and Warranties Certificate, dated March 3, 2005, perfection certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank Agent and each Lender that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office) (or as Borrower has given Agent notice pursuant to Section 7.2); (e) except as disclosed on the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Agent of such occurrence and provide Bank Agent with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. 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 ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and arid in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the Agent and Lenders a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank Agent and each Lender that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Agent of such occurrence and provide Bank Agent with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or its Subsidiaries’ organizational documents, nor constitute an event of default under any material agreement by which Borrower or any one of its Subsidiaries is bound. Borrower is and its Subsidiaries are 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 ’s or such Subsidiary’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower dated as of May 24, 2006 (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are is duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the entitled "PERFECTION CERTIFICATEPerfection Certificate"). Borrower represents and warrants to Bank that (a) Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's place of business, or, if more than one, its chief executive office as well as Borrower's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank each Lender a completed certificate in the completed Representations and Warranties Certificate, dated March 3, 2005, form provided by Lenders signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE"). entitled “Perfection Certificate.” Borrower represents and warrants to Bank Lenders that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Lenders of such occurrence and provide Bank Lenders with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents have been duly authorized, and do not (i) conflict with Borrower's organizational documents’s Operating 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 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 filings with respect to perfection of the Lenders’ Liens), nor (v) constitute an event of a default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's businessMaterial Adverse Change.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are is duly existing and in good standing as a Registered Organization in their respective jurisdictions the State of formation Delaware and are is qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the entitled "PERFECTION CERTIFICATEPerfection Certificate"). Borrower represents and warrants to Bank that (a) Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's place of business, or, if more than one, its chief executive office as well as Borrower's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are is duly existing and in good standing in their respective jurisdictions its state or other jurisdiction of formation and are qualified and licensed to do business in, and are in good standing in in, any state or other jurisdiction in which the conduct of their business or their its ownership of property requires that they be qualified qualified, except where the failure to do so could not reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered delivered, and has caused each Guarantor to deliver, to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form reasonably satisfactory to Bank each signed by Borrower (or Guarantor, as updated in writing by Borrower to Bank from time to time prior to the Effective Dateapplicable, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank Bank, as of the date stated in the Perfection Certificate, that (a) Borrower's ’s and each Guarantor’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereofpages thereof; (b) Borrower is and each Guarantor are an organization of the type and is are organized in the jurisdiction jurisdictions set forth in the Perfection CertificateCertificates; (c) the Perfection Certificate Certificates accurately sets set forth Borrower's federal employer ’s and each Guarantor’s organizational identification number numbers or accurately states state that neither Borrower nor such Guarantor has noneone; (d) the Perfection Certificate Certificates accurately sets set forth Borrower's place ’s and such Guarantor’s places of business, or, if more than one, its respective chief executive office as well as Borrower's ’s and such Guarantor’s mailing address addresses (if different than its respective chief executive office); (e) except as set forth on the Disclosure Schedule, Borrower and such Guarantor (and each of its respective predecessors) has have not, in the past five (5) years, changed its respective state or other jurisdiction of formation, organizational structure or type, or any organizational number assigned by its respective jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries is accurate and complete. If neither Borrower nor any Guarantor is not now a Registered Organization but later becomes one, Borrower shall, and shall cause each Guarantor to promptly notify Bank of such occurrence and provide Bank with Borrower's ’s and such Guarantor’s organizational identification numbernumbers. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or any Guarantor’s organizational documents, nor not constitute an event of default under any material agreement by which Borrower or such Guarantor is bound. Neither Borrower nor any Guarantor is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s or such Guarantor’s business. Each Loan Document has been duly executed and delivered by Borrower and each Guarantor that is a party thereto and is the legally valid and binding obligation of Borrower and such Guarantor, enforceable against Borrower and such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has and Guarantor have each delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower and/or Guarantor (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that that: (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) except as set forth on the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdictionjurisdiction (except that Bode has changed its jurisdiction of organization from the State of Virginia to the State of Delaware within the past five (5) years); and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Closing Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or approval from any Governmental Authority (except such approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificateform dated July 23, dated March 3, 2005, signed 2004 that has been updated by Borrower (as updated in writing by accordance with a letter from Borrower to Bank from time to time prior to the Effective Dateletter dated February 14, 2006 (collectively, the "PERFECTION CERTIFICATEPerfection Certificate"). Borrower represents and warrants to Bank that (a) Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's place of business, or, if more than one, its chief executive office as well as Borrower's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the Agent a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE"). entitled “Perfection Certificate.” Borrower represents and warrants to Bank Agent and Lenders that as of the Effective Date, each Growth Capital Funding Date and as of the delivery date of any Compliance Certificate, except as disclosed to Agent in any Compliance Certificate: (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Agent of such occurrence and provide Bank Agent with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. As of the Effective Date, each Growth Capital Funding Date and as of the delivery date of any Compliance Certificate, except as disclosed to Agent in any Compliance Certificate, 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 ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction, except as set forth in the Perfection Certificate; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and except for filings with the Securities and Exchange Commission or NASDAQ, which shall be made following the Effective Date) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, certificates each signed by Borrower Borrower, entitled Perfection Certificate (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, corporate structure, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If complete (it being understood and agreed that Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification numbermay from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are is duly existing and in good standing in their respective jurisdictions its state of formation and are qualified and licensed to do business in, and are in good standing in in, any jurisdiction state in which the conduct of their business or their its ownership of property requires that they be qualified qualified, except where the failure to do so could not reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered delivered, or has caused each Guarantor to deliver, to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form reasonably satisfactory to Bank each signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s and each Guarantor’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereofpages thereof; (b) Borrower is and each Guarantor are an organization of the type and is are organized in the jurisdiction jurisdictions set forth in the Perfection CertificateCertificates; (c) the Perfection Certificate Certificates accurately sets set forth Borrower's federal employer ’s and each Guarantor’s organizational identification number numbers or accurately states state that neither Borrower nor such Guarantor has noneone; (d) the Perfection Certificate Certificates accurately sets set forth Borrower's place ’s and such Guarantor’s places of business, or, if more than one, its respective chief executive office as well as Borrower's ’s and such Guarantor’s mailing address addresses (if different than its respective chief executive office); (e) Borrower and such Guarantor (and each of its respective predecessors) has have not, in the past five (5) years, changed its respective state of formation, organizational structure or type, or any organizational number assigned by its respective jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries is accurate and complete. If neither Borrower nor any Guarantor is not now a Registered Organization but later becomes one, Borrower shall, and shall cause each Guarantor to promptly notify Bank of such occurrence and provide Bank with Borrower's ’s and such Guarantor’s organizational identification numbernumbers. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or any Guarantor’s organizational documents, nor not constitute an event of default under any material agreement by which Borrower or such Guarantor is bound. Neither Borrower nor any Guarantor is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s or such Guarantor’s business. Each Loan Document has been duly executed and delivered by Borrower and each Guarantor that is a party thereto and is the legally valid and binding obligation of Borrower and such Guarantor, enforceable against Borrower and such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of 28059520v3 formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, each Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower the respective Borrower, entitled Perfection Certificate (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, corporate structure, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If complete (it being understood and agreed that Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification numbermay from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are is duly existing and in good standing in their respective jurisdictions its state of formation and are qualified and licensed to do business in, and are in good standing in in, any jurisdiction state in which the conduct of their business or their its ownership of property requires that they be qualified qualified, except where the failure to do so could not reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered delivered, or has caused each Guarantor to deliver, to Bank the completed Representations Perfection Certificate[s] in form and Warranties Certificate, dated March 3, 2005, signed by Borrower (as updated in writing by Borrower substance satisfactory to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"(each a “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s and each Guarantor’s exact legal name is that indicated on the Perfection Certificate Certificates and on the signature page hereofpages thereof; (b) Borrower is and each Guarantor are an organization of the type and is are organized in the jurisdiction jurisdictions set forth in the Perfection CertificateCertificates; (c) the Perfection Certificate Certificates accurately sets set forth Borrower's federal employer ’s and each Guarantor’s organizational identification number numbers or accurately states state that neither Borrower nor such Guarantor has noneone; (d) the Perfection Certificate Certificates accurately sets set forth Borrower's place ’s and such Guarantor’s places of business, or, if more than one, its respective chief executive office as well as Borrower's ’s and such Guarantor’s mailing address addresses (if different than its respective chief executive office); (e) Borrower and such Guarantor (and each of its respective predecessors) has have not, in the past five (5) years, changed its respective state of formation, organizational structure or type, or any organizational number assigned by its respective jurisdiction; and (f) all other information set forth on the Perfection Certificate Certificates pertaining to Borrower and each of its Subsidiaries is accurate and complete. If neither Borrower nor any Guarantor is not now a Registered Organization but later becomes one, Borrower shall, and shall cause each Guarantor to promptly notify Bank of such occurrence and provide Bank with Borrower's ’s and such Guarantor’s organizational identification numbernumbers. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or any Guarantor’s organizational documents, nor constitute an event of default under any material agreement by which Borrower or any Guarantor is bound. Neither Borrower nor any Guarantor is not in default under any agreement to which it 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 ’s or such Guarantor’s business. Each Loan Document has been duly executed and delivered by Borrower and each Guarantor that is a party thereto and is the legally valid and binding obligation of Borrower and such Guarantor, enforceable against Borrower and such Guarantor in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability (whether enforcement is sought in equity or at law).

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are is duly existing and in good standing as a Registered Organization only in their respective jurisdictions the Commonwealth of formation Pennsylvania and are is qualified and licensed to do business and are is in good standing in any jurisdiction in which the conduct of their its business or their its ownership of property requires that they it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit E signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has nonenumber; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office), unless and to the extent that Borrower has advised Bank of any change of such places of business or chief executive office made in accordance with Section 7.2 of this Agreement; (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If , it being understood and agreed that Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification numbermay from time to time update certain information in the Perfection Certificate to the extent permitted by one or more specific provisions in this Agreement. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit F signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateeach Borrower, the entitled "PERFECTION CERTIFICATE"). Perfection Certificate" Borrower represents and warrants to Bank that (a) Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's place of business, or, if more than one, its chief executive office as well as Borrower's mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations only in the States in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit C signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateand each Guarantor, the "PERFECTION CERTIFICATE")respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. 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 cause a material adverse effect on Borrower's businessMaterial Adverse Change.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation formation, and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit F signed by Borrower Borrower, Centra, Spruce and each Guarantor (as updated in writing other than Thinq which is covered by Borrower to Bank from time to time prior to the Effective DateBorrower’s Perfection Certificate), the "PERFECTION CERTIFICATE")respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the its Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the its Perfection Certificate; (c) the Borrower’s Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Borrower’s Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Borrower’s Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Each Borrower and each of its Group’s Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on such Borrower's ’s business. In connection with this Agreement, each Borrower and Guarantor has delivered to Bank completed certificates substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit F each signed by each Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateand Guarantor, the "PERFECTION CERTIFICATE")respectively, entitled “Perfection Certificate”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s or Guarantor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) such Borrower or Guarantor is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth such Borrower's federal employer ’s or Guarantor’s organizational identification number or accurately states that such Borrower or Guarantor has none; (d) the Perfection Certificate accurately sets forth such Borrower's ’s or Guarantor’s place of business, or, if more than one, its chief executive office as well as such Borrower's ’s or Guarantor’s mailing address (if different than its chief executive office); (e) neither Borrower nor Guarantor (and each of its respective predecessors) has nothas, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower Group and each of its Subsidiaries is accurate and complete. If neither Borrower nor Guarantor is not now a Registered Organization but later becomes one, such Borrower or Guarantor shall promptly notify Bank of such occurrence and provide Bank with such Borrower's ’s or Guarantor’s organizational identification number. The execution, delivery and performance by Borrowers and Guarantors of the Loan Documents have been duly authorized, and do not (1) conflict with any Borrower's ’s or Guarantor’s organizational documents, nor (2) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (3) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which either Group or any its Subsidiaries or any of their property or assets may be bound or affected, (4) require any action by, filing with or Governmental Approval from any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or are being obtained pursuant to Section 6.1(c)) or (5) constitute an event of default under any material agreement by which such Borrower or Guarantor is bound. Neither Borrower nor Guarantor is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on any Borrower's ’s or Guarantor’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, certificates each signed by Borrower and Guarantor, respectively (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, Perfection Certificates signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE")Borrower. Borrower represents and warrants to Bank that (a) each Borrower's ’s exact legal name is that indicated on the its Perfection Certificate and on the signature page hereof; (b) each Borrower is an organization of the type and is organized in the jurisdiction set forth in the its Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth each Borrower's ’s place of business, or, if more than one, its chief executive office as well as each Borrower's ’s mailing address (if different than its chief executive office); (e) each Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to each Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Except for Shafi, Inc. and Shafi Innovation, Inc., Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the Pledgors a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank Pledgors that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries (except for Shafi, Inc. and Shafi Innovation, Inc.) is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank Pledgors of such occurrence and provide Bank Pledgors with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Pledgor Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business. Concurrently with this Agreement and the other Pledgor Loan Documents, Borrower will deliver to Pledgors a certificate of the Secretary of each Borrower with respect to articles, bylaws, incumbency and resolutions adopted by such Borrower’s board of directors authorizing the execution and delivery of this Agreement and the other Pledgor Loan Documents to which such Borrower is a party and the transactions contemplated thereby and certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Pledgor Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Pledgor Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Pledgor Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Pledgors may conclusively rely on such certificate unless and until such Person shall have delivered to Pledgors a further certificate canceling or amending such prior certificate.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, certificates in form satisfactory to Bank signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) other than its merger with Nxxxxxx.xxx in 2002, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) , if any, are duly existing and in good standing standing, as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, certificates signed by Borrower and Guarantor, respectively (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateeach, a Perfection Certificate, and, collectively, the "PERFECTION CERTIFICATE"“Perfection Certificates”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Borrower’s Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Borrower’s Perfection Certificate; (c) the Borrower’s Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the d)Borrower’s Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete in all material respects. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. 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 ’s business.

Due Organization and Authorization. Borrower and Borrower, each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) , if any, and each Guarantor are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower and each Guarantor has delivered to Bank a completed certificate substantially in the completed Representations and Warranties Certificate, dated March 3, 2005form provided by Bank prior to the effective date, signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")each entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s and each Guarantor’s exact legal name is that indicated on the each respective Perfection Certificate and on the signature page hereofthereof; (b) Borrower and each Guarantor is an organization of the type and is organized in the jurisdiction set forth in the each respective Perfection Certificate; (c) the each Perfection Certificate accurately sets forth Borrower's federal employer ’s or Guarantors’, as the case may be, organizational identification number or accurately states that Borrower or such Guarantor has none; (d) the each Perfection Certificate accurately sets forth Borrower's ’s and each Guarantor’s respective place of business, or, if more than one, its each chief executive office as well as Borrower's ’s and Guarantor’s respective mailing address (if different than its chief executive office); (e) Borrower and each Guarantor (and each of its predecessorsrespective predecessor) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries and each Guarantor is accurate and completecomplete in all material respects. If Borrower or any Guarantor is not now a Registered Organization but later becomes one, Borrower or such Guarantor shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s or such Guarantor’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s or any Guarantor’s organizational documents, nor constitute an event of default under any material agreement by which Borrower or any Guarantor is bound. Neither Borrower nor any Guarantor is not in default under any agreement to which it either is a party or by which it either is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's businessMaterial Adverse Change. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Dateand Guarantor, the "PERFECTION CERTIFICATE")respectively, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have cause a material adverse effect on Borrower's businessMaterial Adverse Change.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit F signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (such representations and warranties to be subject to updated disclosure pursuant to Section 7.2 hereof) (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) as of the Effective Date, all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit B signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business. Borrower does not have any Subsidiaries except for the four Subsidiaries listed in the Perfection Certificate, and the total assets of all Subsidiaries do not, and will not, during the term hereof, exceed $3,900,000 (which includes good will of $1,200,000).

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate substantially in the completed Representations and Warranties Certificate, dated March 3, 2005, form attached hereto as Exhibit C signed by Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective DateBorrower, the "PERFECTION CERTIFICATE")entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's ’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the completed Representations and Warranties Certificate, dated March 3, 2005, certificates signed by each Borrower (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that that: (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) except as set forth on the Perfection Certificate, Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and completecomplete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Closing Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's ’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or approval from any Governmental Authority (except such approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.

Due Organization and Authorization. Borrower and each of its Subsidiaries (subject to the applicable provisions of Section 5.1A below with respect to any Inactive Subsidiaries) are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's ’s business. In connection with this Agreement, Borrower has delivered to Bank the a completed Representations and Warranties Certificate, dated March 3, 2005, certificate signed by Borrower Borrower, entitled Perfection Certificate (as updated in writing by Borrower to Bank from time to time prior to the Effective Date, the "PERFECTION CERTIFICATE"“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower's ’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower's federal employer ’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower's ’s place of business, or, if more than one, its chief executive office as well as Borrower's ’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its state jurisdiction of formation, corporate structure, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete. If complete (it being understood and agreed that Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower's organizational identification numbermay from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's ’s organizational documents, nor (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's ’s business.