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

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it 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, each Borrower has delivered to Bank a completed certificate signed by such Borrower, entitled "Perfection Certificate". Each Borrower represents and warrants to Bank that (a) such Borrower's exact legal name is that indicated on such 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 its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth such Borrower's organizational identification number or accurately states that such Borrower has none; (d) each 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 address (if different than its chief executive office);

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that 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, each Borrower has delivered to Bank a completed certificate signed by such Borrower, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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);

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that 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, each Borrower has delivered to Bank a completed certificate signed by such Borrower, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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) Borrower (and each

Due Organization, Authorization; Power and Authority. Each Borrower is and each of its Material Subsidiaries are duly existing and in good standing as a Registered Organization Organizations in its jurisdiction their respective jurisdictions of formation and is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it 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, each Borrower has delivered to Bank Agent a completed certificate signed by such Borrower, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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);address

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that 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, each Borrower has delivered to Bank a completed certificate certificates signed by such each Borrower, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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);

Due Organization, Authorization; Power and Authority. Each Borrower is and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in its jurisdiction of formation and each is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each of its business or its ownership of property requires that it 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, each Borrower has delivered to Bank a completed certificate certificates each signed by such BorrowerBorrower and Guarantor, respectively, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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 mailing address (if different than its chief executive office);its

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it 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 has Borrowers have delivered to Bank a completed certificate signed by such Borrowercertificate, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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);

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in the State of Delaware and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. Each other Credit Party is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it 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, each Borrower has delivered to Bank Lender (or will deliver by the date specified in Section 6.15(a)) a completed certificate signed by such Borrower, entitled "“Perfection Certificate"”. Each Following the delivery of such Perfection Certificate, Borrower represents and warrants to Bank Lender that (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has nonenumber; (d) each Perfection Certificate accurately sets forth such Borrower's place of business, or, if more than one, its chief executive office except as well as such Borrower's mailing address (if different than its chief executive office);set

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that 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, each Borrower has delivered to Bank Agent a completed certificate signed by such Borrower, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank Agent that except as Borrower may hereafter disclose to Agent pursuant to Section 7.2 below: (a) such Borrower's ’s exact legal name is that indicated on such 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 its respective the Perfection Certificate; (c) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d) each the 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 mailing address (if different than its chief executive office);well

Due Organization, Authorization; Power and Authority. Each Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that 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, each Borrower has delivered to Bank a completed certificate signed by such Borrower, entitled "“Perfection Certificate"”. Each Borrower represents and warrants to Bank that that, except to the extent Borrower has provided notice to Bank under one or more provisions contained in this Agreement specifically contemplating such notices (aeach such notice shall be deemed to automatically update such disclosure in the Perfection Certificate), (23) such Borrower's ’s exact legal name is that indicated on such the Perfection Certificate and on the signature page hereof; (b23) such Borrower is an organization of the type and is organized in the jurisdiction set forth in its respective the Perfection Certificate; (c23) each the Perfection Certificate accurately sets forth such Borrower's ’s organizational identification number or accurately states that such Borrower has none; (d23) each the 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);