Authorization of Proceedings of Each Loan Party; Organizational Documents. The Administrative Agent shall have received # a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors or managers of each Loan Party (or a duly authorized committee thereof) authorizing # the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party and # in the case of the Borrower, the extensions of credit contemplated hereunder and # true and complete copies of each of the organizational documents of each Person that is a Loan Party as of the Closing Date.

Organizational Authorization. Seller has taken, or caused to be taken, all necessary organizational action (including, without limitation, the obtaining of any consent or approval of any of its board of directors or committee thereof or any officers required by its charter documents or other organizational agreements) to authorize the execution and delivery of this Agreement and each of the Seller Agreements and the performance of its obligations hereunder and thereunder;

Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

Organizational Documents. The Company has delivered in electronic form, if requested, a hard copy or made available to YourSpace a true and correct copy of the Articles of Incorporation, as amended and Bylaws, as amended of the Company and any other organizational documents of the Company, each as amended, and each such instrument is in full force and effect as of the Closing Date (the “Organizational Documents”). To the Company’s knowledge, the Company is not in violation of any of the provisions of its Organizational Documents.

Organizational Documents. The Organizational Document of each Subject Company shall have been amended to remove the following phrase from Section 9.1(c): “or occurrence of any other event that terminates the continuing membership of a Member in the Company”.

such certificates of resolutions or other action, incumbency certificates and/or other certificates of the officers of Borrower as Bank may require evidencing the identity, authority and capacity of each officer thereof authorized to act as an officer in connection with this Agreement and the other Loan Documents to which Borrower is a party;

Authorization Proceedings of Loan Parties. [[Organization B:Organization]] shall have received a copy of the resolutions, in form and substance reasonably satisfactory to [[Organization B:Organization]], of the board of directors, managers or members, as the case may be, of each Loan Party authorizing # the execution, delivery and performance of this Agreement, the Notes, and any Other Document and # the granting by such Loan Party of the security interests in and Liens upon the Collateral certified by an authorized manager or member, or secretary or assistant secretary, as the case may be, of such Loan Party as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

Section # Organizational Power; Authorization. The execution, delivery and performance by each Loan Party of the Loan Documents and the other Related Transaction Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational and, if required, shareholder, partner or member action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document and Related Transaction Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

SECTION #Organizational and Governmental Authorization; No Contravention. The execution, delivery and performance by each Loan Party of this Agreement, the Notes, the Collateral Documents and the other Loan Documents to which such Loan Party is a party # are within such Loan Party’s organizational powers, # have been duly authorized by all necessary Organizational Action, # require no action by or in respect of, or filing with, any Governmental Authority that has not been obtained or made when required, # do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Organizational Documents and Operating Documents of such Loan Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Loan Party or any of its Subsidiaries, and # do not result in the creation or imposition of any Lien on any asset of such Loan Party or any of its Subsidiaries (other than Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations).

Loan Documents. The Administrative Agent shall have received # this Agreement, executed and delivered by a duly authorized officer of the Borrower and each Subsidiary Guarantor, # a Note, executed and delivered by the Borrower in favor of each Lender that has requested a Note, # the Security Agreement, executed and delivered by a duly authorized officer of the Borrower and each Subsidiary Guarantor and # the Agreement Among [[Organization B:Organization]], executed and delivered by each Term Loan Lender, each Revolving Lender and the Administrative Agent;