Common use of DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS Clause in Contracts

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower presently is and shall hereafter remain in good standing as a Minnesota corporation and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrower’s assets or operation of the Borrower’s business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of the Borrower. (b) The Borrower’s exact legal name and organizational identification number assigned to it by its applicable state of organization are listed in the Perfection Certificate. (c) The Borrower shall not change its State of organization; type of organization; any organizational identification number assigned to the Borrower by that State; or the Borrower’s federal taxpayer identification number. (d) Each Affiliate is listed on SCHEDULE 5.2 to the Closing Certificate. The Borrower shall provide the Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate. (e) The Borrower has all requisite power and authority to execute and deliver all Loan Documents to which the Borrower is a party and has and will hereafter retain all requisite power to perform all Liabilities. (f) The execution and delivery by the Borrower of each Loan Document to which it is a party; the Borrower’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower to secure the Liabilities); the Borrower’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (g) The Loan Documents have been duly executed and delivered by the Borrower and are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower Each Loan Party presently is and hereafter shall hereafter remain in good standing under the laws of the State in which it is organized, as a Minnesota corporation set forth on EXHIBIT 4.2 annexed hereto, and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrowersuch Loan Party’s assets or operation of the Borrowersuch Loan Party’s business, such qualification may be is necessary, except where the failure to so qualify would could not reasonably be expected to have a material adverse effect on the business or assets of the Borrowerthat Loan Party. (b) The BorrowerEach Loan Party’s exact legal name and organizational respective federal employer identification number assigned to it by its applicable state of organization are listed in the Perfection Certificateis stated on EXHIBIT 4.2, annexed hereto. (c) The Borrower No Loan Party shall not change (i) its State of organization; type of organization; any organizational identification number assigned to the Borrower by , or (ii) that State; or the BorrowerLoan Party’s federal taxpayer identification number, in each case on less than sixty (60) days prior written notice (in reasonable detail) to the Administrative Agent. (d) Each Affiliate of the Loan Parties is listed on SCHEDULE 5.2 to the Closing CertificateEXHIBIT 4.2. The Borrower Borrowers’ Representative shall provide the Administrative Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate. (e) The Borrower Each Loan Party has all requisite power and authority to execute and deliver all Loan Documents to which the Borrower that Loan Party is a party and has and will hereafter retain all requisite power to perform all Liabilities. (f) The execution and delivery by the Borrower each Loan Party of each Loan Document to which it is a party; the Borrowereach Loan Party’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower that Loan Party to secure the Liabilities); the Borrowereach Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the Borrowerthat Loan Party, where such contravention would have a material adverse effect on that Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower that Loan Party pursuant to any Requirement of Law or obligation, except pursuant to or as permitted by the Loan Documents. (g) The Loan Documents have been duly executed and delivered by the Borrower each Loan Party and are the legal, valid and binding obligations of the Borrowereach Loan Party, enforceable against the Borrower each Loan Party in accordance with their respective terms, except as such enforceability may be subject to limitations on the rights and remedies of secured creditors generally imposed under bankruptcy or insolvency law and that the availability of equitable relief is subject to the discretion of the court from which such relief is sought.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower presently is and shall hereafter remain in good standing as a Minnesota Delaware corporation and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrower’s 's assets or operation of the Borrower’s 's business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of the Borrower. (b) The Borrower’s 's exact legal name and organizational identification number assigned to it by its applicable state of organization are listed in the Perfection Certificate. (c) The Borrower shall not change its State of organization; type of organization; any organizational identification number assigned to the Borrower by that State; or the Borrower’s 's federal taxpayer identification number. (d) Each Affiliate is listed on SCHEDULE 5.2 to the Closing Certificate5.2, annexed hereto. The Borrower shall provide the Agent with prior written notice of any entity’s 's becoming or ceasing to be an Affiliate. (e) The Borrower has all requisite power and authority to execute and deliver all Loan Documents to which the Borrower is a party and has and will hereafter retain all requisite power to perform all Liabilities. (f) The execution and delivery by the Borrower of each Loan Document to which it is a party; the Borrower’s 's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower to secure the Liabilities); the Borrower’s 's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (g) The Loan Documents have been duly executed and delivered by the Borrower and are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower Each Credit Party presently is and hereafter shall hereafter remain in good standing as a Minnesota corporation under the laws of the State in which it is organized, and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrower’s each Credit Party's assets or operation of the Borrower’s each Credit Party's business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of the BorrowerMaterial Adverse Effect. (b) The Borrower’s exact legal name and As of the Restatement Effective Date, each Credit Party's respective organizational identification number assigned to it by the State of its applicable state incorporation and its respective federal employer identification number is stated on Schedule 4.2(b). A mailing address at which each of organization are listed in the Perfection CertificateCredit Parties may be contacted is 700 Pilgrim Way, Green Bay, Wisconsin 54304. (c) The Borrower shall not change its State of organization; type Xx Xxxxxx Xxxxx xxxxx xxxxxx xxx Xxxxe of organization; any organizational identification number assigned to the Borrower that Credit Party by that State; or the Borrower’s that Credit Party's federal taxpayer identification number, except with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld). (d) The corporate ownership structure of the Lead Borrower and each of its Subsidiaries is set forth on Schedule 4.2(d). Each Credit Party (other than the Lead Borrower) is a wholly-owned direct or indirect Subsidiary of the Lead Borrower. Each direct and indirect Subsidiary of the Lead Borrower is a Credit Party hereunder. Pamida Foundation does not own and shall not obtain any material assets, has no and shall not incur any material liabilities, does not and shall not conduct any operations and is and shall maintain its status as a tax-exempt foundation under Section 501(c)(3) of the Internal Revenue Code. None of ShopKo Holdings, Pamida One LLC, Pamida Two LLC, Pamida Three LLC, Pamida Four LLC, Pamida Five LLC, Pamida Six LLC or Pamida Seven LLC is a Subsidiary or Affiliate of any Credit Party. (e) Each Affiliate, as of the Restatement Effective Date, is listed on SCHEDULE 5.2 to the Closing CertificateSchedule 4.2(e). The Lead Borrower shall provide the Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be an Affiliate. (ef) The Borrower Each Credit Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which the Borrower that Credit Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (fg) The execution and delivery by the Borrower each Credit Party of each Loan Document to which it is a party; the Borrower’s each Credit Party's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower that Credit Party to secure the Liabilities); the Borrower’s each Credit Party's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have have been duly authorized by all necessary corporate action.; (ii) Do do not, and will not, contravene in any material respect any provision of any Requirement of Law Law, any Existing Indenture or any other material obligation of the Borrower.that Credit Party; and (iii) Will will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower that Credit Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents.; (gh) The Loan Documents have been duly executed and delivered by the Borrower each Credit Party and are the legal, valid and binding obligations of the Borrowereach Credit Party, enforceable against the Borrower each Credit Party in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that the availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower Each Loan Party presently is and hereafter shall hereafter remain in good standing under the laws of the State in which it is organized, as a Minnesota corporation set forth on EXHIBIT 4.2 annexed hereto, and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrowersuch Loan Party’s assets or operation of the Borrowersuch Loan Party’s business, such qualification may be is necessary, except where the failure to so qualify would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the business or assets of the Borrowerthat Loan Party. (b) The BorrowerEach Loan Party’s exact legal name and organizational respective federal employer identification number assigned to it by its applicable state of organization are listed in the Perfection Certificateis stated on EXHIBIT 4.2, annexed hereto. (c) The Borrower No Loan Party shall not change (i) its State of organization; type of organization; any organizational identification number assigned to the Borrower by , or (ii) that State; or the BorrowerLoan Party’s federal taxpayer identification number, in each case on less than sixty (60) days’ prior written notice (in reasonable detail) to the Administrative Agent. (d) Each Affiliate of the Loan Parties is listed on SCHEDULE 5.2 to the Closing CertificateEXHIBIT 4.2. The Borrower Borrowers’ Representative shall provide the Administrative Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate. (e) The Borrower Each Loan Party has all requisite power and authority to execute and deliver all Loan Documents to which the Borrower that Loan Party is a party and has and will hereafter retain all requisite power to perform all Liabilities. (f) The execution and delivery by the Borrower each Loan Party of each Loan Document to which it is a party; the Borrowereach Loan Party’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower that Loan Party to secure the Liabilities); the Borrowereach Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the Borrowerthat Loan Party, where such contravention would have a Material Adverse Effect on that Loan Party. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower that Loan Party pursuant to any Requirement of Law or obligation, except pursuant to or as permitted by the Loan Documents. (g) The Loan Documents have been duly executed and delivered by the Borrower each Loan Party and are the legal, valid and binding obligations of the Borrowereach Loan Party, enforceable against the Borrower each Loan Party in accordance with their respective terms, except as such enforceability may be subject to limitations on the rights and remedies of secured creditors generally imposed under bankruptcy or insolvency law and that the availability of equitable relief is subject to the discretion of the court from which such relief is sought.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Each Borrower presently is and shall hereafter remain in good standing as a Minnesota corporation in its jurisdiction of organization and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the such Borrower’s assets or operation of the such Borrower’s business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of the such Borrower. (b) The Each Borrower’s exact legal name and organizational identification number assigned to it by its applicable state of organization are listed in the Perfection Certificate. (c) The Each Borrower shall not change its State of organization; type of organization; any organizational identification number assigned to the such Borrower by that State; or the such Borrower’s federal taxpayer identification number. (d) Each Affiliate is listed on SCHEDULE 5.2 to the Closing Certificate. The Each Borrower shall provide the Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate. (e) The Each Borrower has all requisite power and authority to execute and deliver all Loan Documents to which the such Borrower is a party and has and will hereafter retain all requisite power to perform all Liabilities. (f) The execution and delivery by the each Borrower of each Loan Document to which it is a party; the such Borrower’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the such Borrower to secure the Liabilities); the such Borrower’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the such Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the such Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (g) The Loan Documents have been duly executed and delivered by the each Borrower and are the legal, valid and binding obligations of the such Borrower, enforceable against the such Borrower in accordance with their respective terms.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower presently is and shall hereafter remain in good standing as a Minnesota corporation legal entity in the state in which it is legally formed and is and shall hereafter remain duly qualified and in good standing in every other State state in which, by reason of the nature or location of the Borrower’s 's assets or operation of the Borrower’s 's business, such qualification may be reasonably necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of the Borrower. (b) The Borrower’s exact legal name Each Related Entity is listed on EXHIBIT 5-2, annexed hereto. Each Related Entity is and organizational identification number assigned to it by its applicable state of organization are listed shall hereafter remain in good standing in the Perfection Certificatestate in which legally formed and is and shall hereafter remain duly qualified in every other state in which, by reason of the nature and location of that entity's assets or the operation of such entity's business, such qualification may be reasonably necessary. The Borrower shall provide the Lender with prior written notice of any entity's becoming or ceasing to be a Related Entity. (c) The Borrower shall not change its State of organization; type of organization; any organizational identification number assigned to the Borrower by that State; or the Borrower’s federal taxpayer identification number. (d) Each Affiliate is listed on SCHEDULE 5.2 to the Closing Certificate. The Borrower shall provide the Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliate. (e) The Borrower has all requisite legal corporate power and authority to execute and deliver all and each of the Loan Documents to which the Borrower is a party and has and will hereafter retain all requisite legal power and authority to perform any and all of the Liabilities. (fd) The execution and delivery by the Borrower of each Loan Document to which it is a party; the Borrower’s 's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests security interests by the Borrower to secure the Liabilitiesas contemplated hereby); the Borrower’s 's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary legal action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (ge) The Loan Documents have been duly executed and delivered by the Borrower and are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws and equitable principles affecting the enforcement of rights of creditors generally.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Each Borrower presently is is, and shall hereafter remain remain, in good standing as a Minnesota corporation or a limited liability company, as the case may be, in the State referenced in the Preamble hereto and is is, and shall hereafter remain remain, duly qualified and in good standing in every other State in which, by reason of the nature or location of the such Borrower’s assets or operation of the such Borrower’s business, such qualification may be necessary, except where the for such States in which failure to be so qualify qualified and in good standing would not have result in a material adverse effect on the business or assets of the BorrowerMaterial Adverse Change. (b) The Borrower’s exact legal name and organizational identification number assigned to it by its applicable state of organization are listed in the Perfection Certificate. (c) The Borrower shall not change its State of organization; type of organization; any organizational identification number assigned to the Borrower by that State; or the Borrower’s federal taxpayer identification number. (d) Each Affiliate Subsidiary is listed on SCHEDULE 5.2 EXHIBIT 6-2, annexed hereto. Each Subsidiary is, and shall hereafter remain, in good standing in the State in which incorporated or organized and is, and shall hereafter remain, duly qualified in each other State in which, by reason of such entity’s assets or the operation of such entity’s business, such qualification may be necessary, except for such States in which failure to the Closing Certificatebe so qualified and in good standing would not result in a Material Adverse Change. The Borrower Borrowers shall provide the Administrative Agent with prior written notice of any entity’s becoming or ceasing to be an Affiliatea Subsidiary. (ec) The Each Borrower has all requisite power corporate or limited liability company power, as the case may be, and authority to execute and deliver to the Administrative Agent all and singular the Loan Documents to which the such Borrower is a party and has and will hereafter retain all requisite power corporate or limited liability company power, as the case may be, to perform all and singular the Liabilities. (fd) The execution and delivery by the each Borrower of each Loan Document to which it is a party; the each Borrower’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower to secure the Liabilities)Documents; the and each Borrower’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary corporate or limited liability company action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the such Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance (other than Permitted Liens) upon any assets of the any Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (ge) The Loan Documents have been duly executed and delivered by the each Borrower party thereto and are the legal, valid and binding obligations of the Borrowereach Borrower party thereto, enforceable against the each Borrower party thereto in accordance with their respective terms.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Borrower Each Credit Party presently is and hereafter shall hereafter remain in good standing as a Minnesota corporation under the laws of the State in which it is organized, and is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Borrower’s each Credit Party's assets or operation of the Borrower’s each Credit Party's business, such qualification may be necessary, except where the failure to so qualify would not have a material adverse effect on the business or assets of the BorrowerMaterial Adverse Effect. (b) The Borrower’s exact legal name and As of the Closing Date, each Credit Party's respective organizational identification number assigned to it by the State of its applicable state incorporation and its respective federal employer identification number is stated on Schedule 4.2(b). A mailing address at which each of organization are listed in the Perfection CertificateCredit Parties may be contacted is 700 Xxxxxxx Xxx, Xxxxx Xxx, Xxxxxxxxx 00000. (c) The Borrower No Credit Party shall not change its State of organization; type of organization; any organizational identification number assigned to the Borrower that Credit Party by that State; or the Borrower’s that Credit Party's federal taxpayer identification number, except upon forty-five (45) days prior written notice to the Administrative Agent. (d) The corporate ownership structure of the Lead Borrower and each of its Subsidiaries is set forth on Schedule 4.2(d). Each Credit Party (other than the Lead Borrower) is a wholly-owned direct or indirect Subsidiary of the Lead Borrower. Each direct and indirect Subsidiary of the Lead Borrower (except for ShopKo Pharmacies, Inc.) is a Credit Party hereunder. ShopKo Pharmacies, Inc. owns no assets, has no material liabilities, conducts no operations and will be dissolved by its corporate parent, as contemplated by Section 4.32. Pamida Foundation does not own and shall not obtain any material assets, has no and shall not incur any material liabilities, does not and shall not conduct any operations and is and shall maintain its status as a tax-exempt foundation under Section 501(c)(3) of the Internal Revenue Code. None of ShopKo Holdings, Pamida One LLC, Pamida Two LLC, Pamida Three LLC, Pamida Four LLC, Pamida Five LLC, Pamida Six LLC or Pamida Seven LLC is a Subsidiary or Affiliate of any Credit Party. (e) Each Affiliate, as of the Closing Date, is listed on SCHEDULE 5.2 to the Closing CertificateSchedule 4.2(e). The Lead Borrower shall provide the Administrative Agent with prior written notice of any entity’s 's becoming or ceasing to be an Affiliate. (ef) The Borrower Each Credit Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which the Borrower that Credit Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities. (fg) The execution and delivery by the Borrower each Credit Party of each Loan Document to which it is a party; the Borrower’s each Credit Party's consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by the Borrower that Credit Party to secure the Liabilities); the Borrower’s each Credit Party's performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have have been duly authorized by all necessary corporate action.; (ii) Do do not, and will not, contravene in any material respect any provision of any Requirement of Law Law, any Existing Indenture or any other material obligation of the Borrower.that Credit Party; and (iii) Will will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower that Credit Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents.; (gh) The Loan Documents have been duly executed and delivered by the Borrower each Credit Party and are the legal, valid and binding obligations of the Borrowereach Credit Party, enforceable against the Borrower each Credit Party in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that the availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Each Borrower presently is and shall hereafter remain in good standing as a, Minnesota corporation, a Minnesota corporation Registered Organization in the state of Minnesota, which is the state in which it is legally formed, and Borrower shall not change such state of legal formation and is and shall hereafter remain duly qualified and in good standing in every other State state in which, by reason of the nature or location of the Borrower’s Borrowers’ assets or operation of the Borrower’s businessbusinesses, such qualification may be necessary, except where necessary and the failure to be so qualify would not qualified could have a material adverse effect on the business operations or assets rights of the any such Borrower. (b) The Each Borrower’s exact legal name and organizational identification number assigned to it by its applicable state of organization are listed is as set forth in the Perfection Certificateintroduction to this agreement and none of the Borrowers shall change its legal name. (c) The Borrower shall not change its State Each Related Entity (other than another Borrower, Yale Dolginow, or any director of organization; type any of organization; any organizational identification number assigned to the Borrower by that State; or the Borrower’s federal taxpayer identification number. (dBorrowers) Each Affiliate is listed on SCHEDULE 5.2 EXHIBIT 5-2, annexed hereto. Each such Related Entity is and shall hereafter remain in good standing in the state in which legally formed and is and shall hereafter remain duly qualified in every other state in which, by reason of the nature and location of that entity’s assets or the operation of such entity’s business, such qualification may be necessary and the failure to be so qualified could have a material adverse effect on the Closing Certificatebusiness operations or rights of any such Borrower. The Borrower Borrowers shall provide the Agent Lender with prior written notice of any such entity’s becoming or ceasing to be an Affiliatea Related Entity. (ed) The Each Borrower has all requisite legal corporate power and authority to execute and deliver all and each of the Loan Documents to which the each Borrower is a party and has and will hereafter retain all requisite legal power and authority to perform any and all of the Liabilities. (fe) The execution and delivery by the each Borrower of each Loan Document to which it is a party; the each Borrower’s consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests security interests by the Borrower to secure the Liabilitiesas contemplated hereby); the each Borrower’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereofthereof and the exercise of any of Lender’s remedies thereunder: (i) Have been duly authorized by all necessary legal action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the any Borrower. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the any Borrower pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (g) The Loan Documents have been duly executed and delivered by the Borrower and are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

DUE ORGANIZATION, AUTHORIZATION, NO CONFLICTS. (a) The Each Borrower presently is and shall hereafter remain in good standing as a Minnesota corporation legal entity in the state in which it is legally formed and is and shall hereafter remain duly qualified and in good standing in every other State state in which, by reason of the nature or location of the such Borrower’s assets or operation of the such Borrower’s business, such qualification may be necessary, except where the such failure to so qualify would will not have a material adverse effect Material Adverse Change on the Borrowers or their business or assets of assets, or the BorrowerCollateral. (b) The Borrower’s exact legal name and organizational identification number assigned to it by its applicable state of organization are listed in the Perfection Certificate. (c) The Borrower shall not change its State of organization; type of organization; any organizational identification number assigned to the Borrower by that State; or the Borrower’s federal taxpayer identification number. (d) Each Affiliate Related Entity is listed on SCHEDULE 5.2 to the Closing CertificateEXHIBIT 5-2, annexed hereto. The Borrower shall provide the Agent Lender with prior written notice of any entity’s becoming or ceasing to be an Affiliatea subsidiary of any Borrower. (ec) The Each Borrower has all requisite legal corporate power and authority to execute and deliver all and singular the Loan Documents to which the such Borrower is a party and has and will hereafter retain all requisite legal power and authority to perform any and all of the Liabilities. (fd) The execution and delivery by the each Borrower of each Loan Document to which it is a party; the Borrower’s Borrowers’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests security interests by the Borrower to secure the LiabilitiesBorrowers as contemplated hereby); the Borrower’s Borrowers’ performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: (i) Have been duly authorized by all necessary legal action. (ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of the BorrowerBorrowers. (iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of the Borrower Borrowers pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents. (ge) The Loan Documents have been duly executed and delivered by the Borrower Borrowers and are the legal, valid and binding obligations of the BorrowerBorrowers, enforceable against the Borrower Borrowers in accordance with their respective terms, except to the extent such enforceability may be limited by bankruptcy and other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally.