Common use of Corporate Existence, Power and Authority; Subsidiaries Clause in Contracts

Corporate Existence, Power and Authority; Subsidiaries. Canadian Borrower is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Canadian Borrower’s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and US Financing Agreements and the transactions contemplated hereunder and thereunder are all within Canadian Borrower’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Canadian Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Canadian Borrower is a party or by which Canadian Borrower or its property is bound and will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any of its property or assets. This Agreement and the other Financing Agreements and US Financing Agreements constitute legal, valid and binding obligations of Canadian Borrower enforceable in accordance with their respective terms. Canadian Borrower does not have any Subsidiaries or affiliates except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Canadian Each US Borrower is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Canadian Borrower’s its financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and US Canadian Financing Agreements and the transactions contemplated hereunder and thereunder are all within Canadian each US Borrower’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Canadian each US Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Canadian Borrower it is a party or by which Canadian Borrower it or its property is bound and will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any of its property or assets. This Agreement and the other Financing Agreements and US Canadian Financing Agreements constitute legal, valid and binding obligations of Canadian each US Borrower enforceable in accordance with their respective terms. Canadian Each US Borrower does not have any Subsidiaries or affiliates except as set forth on the its Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Canadian Borrower is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Canadian Borrower’s financial condition, results of operation or business or the rights of Agent Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and US Financing Agreements and the transactions contemplated hereunder and thereunder are all within Canadian Borrower’s corporate powers, have been duly authorized, authorized and are not in contravention of law or the terms of Canadian Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Canadian Borrower is a party or by which Canadian Borrower or its property is bound and will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any of its property or assetsbound. This Agreement and the other Financing Agreements and US Financing Agreements constitute legal, valid and binding obligations of Canadian Borrower enforceable in accordance with their respective terms. Canadian Borrower does not have any Subsidiaries or affiliates except as set forth on the Information Certificate.

Corporate Existence, Power and Authority; Subsidiaries. Canadian Each US Borrower is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on Canadian Borrower’s its financial condition, results of operation or business or the rights of US Collateral Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and US Canadian Financing Agreements and the transactions contemplated hereunder and thereunder are all within Canadian each US Borrower’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Canadian each US Borrower’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Canadian Borrower it is a party or by which Canadian Borrower it or its property is bound and will not result in the creation or imposition of, or require or give rise to any obligation to grant, any Lien upon any of its property or assets. This Agreement and the other Financing Agreements and US Canadian Financing Agreements constitute legal, valid and binding obligations of Canadian each US Borrower enforceable in accordance with their respective terms. Canadian Each US Borrower does not have any Subsidiaries or affiliates except as set forth on the its Information Certificate.