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

Due Organization, Authorization; Power and Authority. Borrower and each of its Material 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 Change. In connection with this Agreement, Borrower has delivered to Agent a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants 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 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

Due Organization, Authorization; Power and Authority. Borrower and each of its Material Subsidiaries are is duly existing and in good standing as a Registered Organizations 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 Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Agent Bank a completed certificate signed by Borrower, entitled “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 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 addressaddress (if different than its chief executive office); (e) Borrower (and each

Due Organization, Authorization; Power and Authority. Borrower and each of its Material Subsidiaries are duly existing and in good standing as a Registered Organizations Organization in their respective jurisdictions its jurisdiction of formation and are each is qualified and licensed to do business and are each is in good standing in any jurisdiction in which the conduct of their each of 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 cause a Material Adverse Change. In connection with this Agreement, Borrower has delivered to Agent a Bank completed certificate certificates each signed by BorrowerBorrower and Guarantor, respectively, entitled “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 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 addressits

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Material Subsidiaries are is duly existing and in good standing as a Registered Organizations 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 Changematerial adverse effect on such Borrower’s business. In connection with this Agreement, Borrower has Borrowers have delivered to Agent Bank a completed certificate signed by Borrowercertificate, entitled “Perfection Certificate”. Each Borrower represents and warrants to Bank that (a) such Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) such 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 such Borrower’s organizational identification number or accurately states that such Borrower has none; (d) the Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more than one, its chief executive office as well as such Borrower’s mailing addressaddress (if different than its chief executive office);

Due Organization, Authorization; Power and Authority. Borrower and each of its Material Subsidiaries are is duly existing and in good standing as Registered Organizations 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 Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Agent a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Agent that except as Borrower may hereafter disclose to Agent pursuant to Section 7.2 below: (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 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 addresswell

Due Organization, Authorization; Power and Authority. Borrower and each of its Material Subsidiaries are is duly existing and in good standing as a Registered Organizations 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 Changematerial adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Agent Bank a completed certificate signed by Borrower, Borrower entitled “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 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 addressaddress (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction;