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

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Agent in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Agent in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; (vi) each Subsidiary that is an MSB Subsidiary is designated as such in the Perfection Certificate; and (vivii) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”” (it being understood and agreed that the Loan Parties may from time to time update certain information in the Perfection Certificate after the Closing Date by delivering a new Perfection Certificate or by disclosing such updates on a Compliance Certificate to the extent such updates are resulting from actions, transactions, circumstances or events not prohibited by or that do not require the consent of Administrative Agent pursuant to the terms of this Agreement, and all references in this Agreement to “Perfection Certificate” shall hereinafter be deemed to be a reference to the new Perfection Certificate). Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that the name indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) 5.1.1 Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are is in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require requires that they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a duly executed and completed certificate signed by Borrower Representative certificate, entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change represents and warrants to Lender that, except as noted in accordance with Section 7.2, the most recent Loan Request delivered to Lender (ia) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (iib) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iiic) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (ivd) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such each Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (ve) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vif) all other information set forth on the Perfection Certificate pertaining to each Loan Party Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are is duly existing and in good standing as a Registered Organization (except for any Foreign Subsidiary) in their its respective jurisdictions jurisdiction of formation and are is qualified and licensed to do business and are is in good standing in any other jurisdiction in which the conduct of their its respective business or ownership of property require requires that they be qualified it is qualified, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by a Responsible Officer of Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization (to the extent applicable in such Person’s jurisdiction of formation or incorporation, as applicable) in their respective jurisdictions of formation or incorporation, as applicable, and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent on the Closing Date a completed certificate signed by a Responsible Officer of Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization or entity of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office office, domicile (for Quebec purposes) or principal place of business as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive officeoffice or principal place of business); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has Borrowers have delivered to Lender JGB Agent a completed certificate signed by Borrower Representative Borrowers entitled “Perfection Certificate”. Except to the extent Borrower Representative has Borrowers have provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office or principal place of business as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive officeoffice or principal place of business); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects as of the Closing Date (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date pertaining to the extent permitted by one or more specific provisions matters addressed in this Agreement; such updated Perfection Certificate subject to the review and approval of Lenderpreceding clauses (i) through (v). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number).

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Agent in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s the exact legal name of each Loan Party that is organized in the United States is that indicated on the Perfection Certificate and and, to the extent a Loan Party on the date hereof, on the signature page hereof; (ii) each Loan Party and each Subsidiary that is organized in the United States is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s the organizational identification number of each Loan Party that is organized in the United States or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each all domestic locations owned or leased by a Loan Party’s Party organized in the United States, or at which property of a Loan Party organized in the United States is held by a bailee, and each Subsidiary’s place indicates the purpose and use of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office)location; (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) organized in the United States 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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party organized in the United States and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); and (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) . As of the Closing Date, all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower Representative may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If (b) The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with such Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable material order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Loan Party or any of its Subsidiaries is not now or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect and the filings and registrations contemplated by this Agreement), or (v) conflict with, contravene, constitute a Registered Organization but later becomes onedefault or breach under, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.or result in or

Due Organization, Authorization; Power and Authority. (a) Each Loan Party Borrower and each of its Subsidiaries are duly existing and in good standing 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 other jurisdiction in which the conduct of their respective business or their ownership of property require requires that they be qualified except where the failure to do be so qualified could not reasonably be expected to have result in a Material Adverse EffectChange. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, represents and warrants that (i) each Loan Party’s and each SubsidiaryBorrower’s exact legal name is that indicated on the Perfection Certificate Schedule 5.1 and on the signature page hereof; (ii) each Loan Party and each Subsidiary Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificateon Schedule 5.1; (iii) the Perfection Certificate Schedule 5.1 accurately sets forth each Loan Party’s and each SubsidiaryBorrower’s organizational identification number or accurately states that such Loan Party Borrower has none; (iv) the Perfection Certificate Schedule 5.1 accurately sets forth each Loan Party’s and each SubsidiaryBorrower’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each SubsidiaryBorrower’s mailing address (if different than its chief executive office); and (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) Borrower 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; and . Further, in connection with this Agreement, Borrower has delivered to Agent a completed Perfection Certificate signed by Borrower (vi) all the “Perfection Certificate”). All other information set forth on the Perfection Certificate pertaining to each Loan Party Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date Date, to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) as of the date hereof, all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted the change does not arise from an action, event or circumstance restricted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent on the Closing Date a completed certificate signed by Borrower Representative entitled “Perfection Certificate”” (it being understood and agreed that the Loan Parties may from time to time update certain information in the Perfection Certificate after the Closing Date by delivering a new Perfection Certificate or by disclosing such updates on a Compliance Certificate to the extent such updates are resulting from actions, transactions, circumstances or events not prohibited by or that do not require the consent of Administrative Agent pursuant to the terms of this Agreement, and all references in this Agreement to “Perfection Certificate” shall hereinafter be deemed to be a reference to the new Perfection Certificate). Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are Borrower is duly existing and in good standing as a Registered 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 other jurisdiction in which the conduct of their respective its business or its ownership of property require requires that they it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organizationmaterial adverse effect on Borrower’s business. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change represents and warrants to Lender in accordance with Section 7.2, that (ia) each Loan Party’s and each SubsidiaryBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (iib) each Loan Party and each Subsidiary Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iiic) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each SubsidiaryBorrower’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each SubsidiaryBorrower’s mailing address (if different than its chief executive office); (vd) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary Borrower (and each of its predecessors) has not, in the past five (5) years, changed its name, jurisdiction of formation, formation or organizational structure or type, or any organizational number assigned by its jurisdiction; and (vie) all other information set forth on the Perfection Certificate pertaining to each Loan Party Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Effective Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any Loan Party of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not now in default under any agreement to which it is a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Personparty or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s organizational identification number within 5 Business Days of receiving such organizational identification numberbusiness.

Due Organization, Authorization; Power and Authority. (a1) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Agent in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; (vi) each Subsidiary that is an MSB Subsidiary is designated as such in the Perfection Certificate; and (vivii) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its such Loan Party’s respective Subsidiaries are is duly existing and in good standing (and with respect to any Loan Party organized in their respective jurisdictions the U.S., as a Registered Organization) in its jurisdiction of formation organization and are each is qualified and licensed to do business and are each is in good standing (where such concept is applicable) in any other jurisdiction in which the conduct of their respective each of its business or its ownership of property require requires that they it be qualified qualified, except where the failure to do so could not reasonably be expected to have cause a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative Xxxxxxxx has delivered to the Lender a completed certificate signed by Borrower Representative the Loan Parties, entitled “Perfection Certificate”. Except , in form reasonably acceptable to the extent Lender. Borrower Representative has provided notice of a legal name change and Parent represent and warrant to the Lender in accordance with Section 7.2, that (ia) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (iib) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iiic) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (ivd) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (ve) except as set forth in on the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vif) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its their respective Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification numberrespects.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office office, domicile (for Quebec purposes) or principal place of business as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive officeoffice or principal place of business); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower Representative may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are is duly existing and in good standing as a Registered Organization in their its respective jurisdictions jurisdiction of formation and are is qualified and licensed to do business and are is in good standing in any other jurisdiction in which the conduct of their its respective business or ownership of property require requires that they it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by a Responsible Officer of Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such (i) each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement, (ii) any such information reported by Borrower Representative on the Compliance Certificate from time to time shall be deemed to update such information on the Perfection Certificate after the Closing Date and (iii) no Loan Party shall be in breach of this Agreement for any changes that are reported on the next Compliance Certificate following such change to the extent such updates are resulting from actions, transactions, circumstances or events not prohibited by the terms of this Agreement or any other Loan Document; such updated Perfection Certificate Certificates subject to the review and approval of Lender)Administrative Agent unless such facts, events or circumstances being updated first arose or occurred after the Closing Date and do not constitute a breach, default, or Event of Default under this Agreement or any other Loan Document. If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party Borrower shall notify Lender Administrative Agent of such occurrence and provide Lender Administrative Agent with such Person’s organizational identification number within 5 ten (10) Business Days of receiving such organizational identification number).

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries Borrowers are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Agent in accordance with Section 7.2, (i) each Loan Party’s and each SubsidiaryBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each SubsidiaryBorrower’s organizational identification number or accurately states that such Loan Party Borrower has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each SubsidiaryBorrower’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party each Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Credit Party and each of its Subsidiaries are is duly existing and in good standing 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 other jurisdiction in which the conduct of their respective its business or its ownership of property require requires that they it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organizationmaterial adverse effect on such Credit Party’s business. In connection with this Agreement, Borrower Representative has delivered to Lender HSBC a completed certificate signed by Borrower Representative each Credit Party, entitled “Perfection Certificate”. Except Borrower represents and warrants to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, HSBC that (ia) each Loan Credit Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereofthereof; (iib) each Loan Credit Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iiic) the Perfection Certificate accurately sets forth each Loan Credit Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Credit Party has none; (ivd) the Perfection Certificate accurately sets forth each Loan Credit Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan each Credit Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (ve) except as set forth in the Perfection Certificate, each Loan no Credit Party and each Subsidiary (and each none of its their respective predecessors) has nothas, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vif) all other information set forth on the Perfection Certificate pertaining to each Loan Party Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Effective Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any Loan Party of such Credit Party’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect, or (v) constitute an event of default under any material agreement by which such Credit Party is not now bound. No Credit Party is in default under any agreement to which it is a Registered Organization but later becomes one, party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on such Loan Party shall notify Lender of such occurrence and provide Lender with such PersonCredit Party’s organizational identification number within 5 Business Days of receiving such organizational identification numberbusiness.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are is duly existing and in good standing as a Registered 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 other jurisdiction in which the conduct of their respective its business or its ownership of property require requires that they it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”material adverse effect on such Loan Party’s business. Except as notified to the extent Borrower Representative has provided notice of a legal name change Lender pursuant to Lender in accordance with Section 7.2, : (ia) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate Schedule 5.1 and on the signature page hereofof each Loan Document to which such Loan Party is a party; (iib) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificateon Schedule 5.1; (iiic) the Perfection Certificate Schedule 5.1 accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has nonenumber; (ivd) the Perfection Certificate Schedule 5.1 accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such each Loan Party’s and each Subsidiary’s mailing address addresses (if different than its chief executive office); (ve) except as set forth in the Perfection Certificatenoted on Schedule 5.1, each no Loan Party and each Subsidiary (and each none of its their respective predecessors) has nothas, in the past five (5) years, changed its jurisdiction of formation, legal name, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vif) all other information set forth on the Perfection Certificate Schedules pertaining to each Loan Party and each of its their respective Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower may from time to time update certain information in on the Perfection Certificate (including the information set forth in clause (iv) above) Schedules after the Closing Effective Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized by such Loan Party, and do not (i) conflict with any of such Loan Party’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict with, or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Loan Party or any of its Subsidiaries is not now or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect, (v) constitute a Registered Organization but later becomes onedefault or breach under, or result in or permit the termination or acceleration of, any material agreement by which such Loan Party shall notify Lender is bound or (vi) require the consent of any Person except for such occurrence and provide Lender with consents as have been obtained. No Loan Party is in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on such PersonLoan Party’s organizational identification number within 5 Business Days of receiving such organizational identification numberbusiness.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification or registration number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office or registered office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formationformation or incorporation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated , and provided that the Perfection Certificate subject shall be deemed to be updated to reflect the review information provided in any such notice that is required or permitted to be delivered (and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, actually delivered) by such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification numberto Administrative Agent).

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Agent in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its such Loan Party’s respective Subsidiaries are is duly existing and in good standing (and with respect to any Loan Party organized in their respective jurisdictions the U.S., as a Registered Organization) in its jurisdiction of formation organization and are each is qualified and licensed to do business and are each is in good standing (where such concept is applicable) in any other jurisdiction in which the conduct of their respective each of its business or its ownership of property require requires that they it be qualified qualified, except where the failure to do so could not reasonably be expected to have cause a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative Bxxxxxxx has delivered to the Lender a completed certificate signed by Borrower Representative the Loan Parties, entitled “Perfection Certificate”. Except , in form reasonably acceptable to the extent Lender. Borrower Representative has provided notice of a legal name change and Parent represent and warrant to the Lender in accordance with Section 7.2, that (ia) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (iib) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iiic) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (ivd) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (ve) except as set forth in on the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formationorganization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vif) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its their respective Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification numberrespects.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are is duly existing and in good standing as a Registered Organization in their its respective jurisdictions of formation and are is qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their its respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Bank in accordance with Section 7.27.2 or as may be updated from time to time pursuant to the terms of this Agreement, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive officeoffice ); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; Agreement and the Perfection Certificate shall be deemed updated to the extent such notice and is provided to Bank of such permitted update, together with a copy of such updated Perfection Certificate subject to the review and approval of Lenderperfection certificate). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender Bank in accordance with Section 7.2the terms of this Agreement, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive officeoffice ); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated , and that the Perfection Certificate subject shall be deemed updated to reflect the incorporation of any such information disclosed to Bank pursuant to the review and approval terms of Lenderthis Agreement). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”” dated as of the Second Amendment Effective Date. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (and each of its predecessors) has not, in the past five years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate true, correct and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party Borrower and each of its Subsidiaries (if any) are duly existing and in good standing in their respective jurisdictions of formation Ontario corporations and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or their ownership of property require requires that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse EffectChange. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, represents and warrants that (i) each Loan Party’s and each SubsidiaryBorrower’s exact legal name is that indicated on the Perfection Certificate Schedule 5.1 and on the signature page hereof; (ii) each Loan Party and each Subsidiary Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificateon Schedule 5.1; (iii) the Perfection Certificate Schedule 5.1 accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each SubsidiaryBorrower’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each SubsidiaryBorrower’s mailing address (if different than its chief executive office); and (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, formation or organizational structure or type. Further, or any organizational number assigned in connection with this Agreement, Borrower has delivered to Agent a completed Perfection Certificate signed by its jurisdiction; and Borrower (vi) all the “Perfection Certificate”). All other information set forth on the Perfection Certificate pertaining to each Loan Party Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such Loan Party Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date Date, to the extent permitted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification numberCERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Due Organization, Authorization; Power and Authority. (a) Each Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Borrower Representative is a Registered Organization. In connection with this Agreement, Borrower Representative has delivered to Lender Administrative Agent a completed certificate signed by Borrower Representative entitled “Perfection Certificate”. Except to the extent Borrower Representative has provided notice of a legal name change to Lender in accordance with Section 7.2, (i) each Loan Party’s and each Subsidiary’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (ii) each Loan Party and each Subsidiary is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (iii) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s organizational identification number or accurately states that such Loan Party has none; (iv) the Perfection Certificate accurately sets forth each Loan Party’s and each Subsidiary’s place of business, or, if more than one, its chief executive office as well as such Loan Party’s and each Subsidiary’s mailing address (if different than its chief executive office); (v) except as set forth in the Perfection Certificate, each Loan Party and each Subsidiary (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; and (vi) all other information set forth on the Perfection Certificate pertaining to each Loan Party and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that such each Loan Party may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (iv) above) after the Closing Date to the extent permitted the change does not arise from an action, event or circumstance restricted by one or more specific provisions in this Agreement; such updated Perfection Certificate subject to the review and approval of Lender). If any Loan Party or any of its Subsidiaries is not now a Registered Organization but later becomes one, such Loan Party shall notify Lender of such occurrence and provide Lender with such Person’s organizational identification number within 5 Business Days of receiving such organizational identification number.