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Corporate Acts
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The Guarantor authorizes the Lender, with the Borrower’s consent where expressly required, without notice to the Guarantor or further consent of the Guarantor, and without in any way affecting or impairing the Guarantor’s liability hereunder, from time to time to:

Acts Contrary to Company. Unless a Change of Control shall have occurred after the date hereof, if the Company reasonably determines that at any point at which the Option remains outstanding, Participant has acted significantly contrary to the best interests of the Company, including, but not limited to, any direct or indirect intentional disparagement of the Company, then all payments (without regard to tax effects) received directly or indirectly by Participant with respect to the Option prior to the Company's determination shall be paid by Participant to the Company. Participant consents to the deduction from any amounts the Company or any of its Affiliates owes to Participant to the extent of the amounts Participant owes the Company under this paragraph 2(c).

Section # Corporate Authority. The execution, delivery and performance of this Agreement have been duly authorized. No further corporate acts or proceedings on the part of Coastal are required or necessary to authorize this Agreement.

Corporate Authorization. The execution, delivery and performance by the Borrower of this Agreement, the Notes and the other Transaction Documents are within the corporate powers of the Borrower and have been duly authorized by all necessary corporate and other action on the part of the Borrower.

Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: # the corporate existence of the Company; # the existence (corporate or other) of each subsidiary that is a “depositary institution” (as defined in the Federal Deposit Insurance Act); and # the rights (constituent governing documents and statutory), licenses and franchises of the Company and each of its Subsidiaries that is a depositary institution; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its Subsidiaries or any such right, license or franchise of the Company or any of its Subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Noteholders.

Corporate Transaction. Subject to [Section 4(g)], the provisions of [Section 13] of the Plan shall apply to this Option in the event of a Corporate Transaction. In no event will any portion of the Option, whether vested or unvested, be terminated in connection with any Corporate Transaction that is not a Change in Control unless such portion has been fully accelerated as of immediately prior to the Corporate Transaction (and treated in accordance with [Section 13.1(b)(i)] of the Plan) or continued in accordance with [Section 13.1(a)] of the Plan (and the requirements set forth herein).

Corporate Status. Borrower is a corporation duly organized, legally existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. Borrower’s present name, former names (if any), locations, place of formation, tax identification number, organizational identification number and other information are correctly set forth in Exhibit B, as may be updated by Borrower in a written notice (including any Compliance Certificate) provided to Agent after the Closing Date.

Corporate Proceedings. None of the corporate and other proceedings required to be taken nor the waivers and consents required to be obtained in connection with the Initial Closing shall have been rescinded or amended in a manner that prevents such Scheduled Additional Closing.

Corporate Documents. The Agent shall have received from the Company:

Corporate Names. The Parties shall not, and shall not permit their Affiliates or its or their sublicensees to, # use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the [[AstraZeneca:Organization]] Corporate Names, in the case of Licensee, or the Licensee Corporate Names, in the case of [[AstraZeneca:Organization]]; # do any act that endangers, destroys or similarly affects, in any material respect, the value of the goodwill pertaining to the [[AstraZeneca:Organization]] Corporate Names, in the case of Licensee, or the Licensee Corporate Names, in the case of [[AstraZeneca:Organization]]; or # contest the validity of or ownership of the [[AstraZeneca:Organization]] Corporate Names, in the case of Licensee, or the Licensee Corporate Names, in the case of [[AstraZeneca:Organization]], anywhere in the Territory or any registrations issued or issuing with respect thereto or any pending registration thereof. Licensee agrees, and shall cause its Affiliates and Sublicensees, to conform # to the customary industry standards for the protection of the [[AstraZeneca:Organization]] Corporate Names and to such trademark usage guidelines as [[AstraZeneca:Organization]] may furnish from time to time with respect to the use of the [[AstraZeneca:Organization]] Corporate Names and # to adhere to and maintain the quality standards of [[AstraZeneca:Organization]] with respect to goods sold and services provided under the [[AstraZeneca:Organization]] Corporate Names.

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