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

Corporate Existence, Power and Authority; Subsidiaries. Borrower is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower's corporate powers, have been duly authorized and are not in contravention of law which contravention would have a Material Adverse Effect or the terms of Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, winding-up, moratorium and other laws affecting the rights of creditors and the fact that specific performance and injunction are equitable remedies available only in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only in Canadian Dollars. Borrower does not have any subsidiaries except as set forth on the Information Certificate. 8.2

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower and Guarantor is a corporation duly incorporated, validly existing organized and duly organized in good standing under the laws of its jurisdiction state or province of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all states, provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which and where the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and, and the other Financing Agreements to which Borrower it is a party and the transactions contemplated hereunder and thereunder are all within each Borrower's or Guarantor's corporate powers, have been duly authorized and are not in contravention of law which contravention would have a Material Adverse Effect or the terms of such Borrower's or Guarantor's certificate of incorporation, by-laws, or other organizational documentation, or in any material respect of any indenture, agreement or undertaking to which such Borrower is a party or by which such Borrower or Guarantor or its property are boundbound (including, without limitation, the PCI Senior Secured Note Indenture, the PAI Senior Secured Note Indenture, the June 1997 Term Loan Agreement, the October 1997 Term Loan Agreement, the Seller Notes, and the TC Notes). This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower or Guarantor enforceable in accordance with their respective terms subject to except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, winding-up, moratorium and other or similar laws of general applicability affecting the enforcement of creditors' rights and (b) the application of creditors general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Borrowers and the fact that specific performance and injunction are equitable remedies available only in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only in Canadian Dollars. Borrower does Guarantors do not have any subsidiaries Subsidiaries except as set forth on the Information Certificate. 8.2.

Corporate Existence, Power and Authority; Subsidiaries. Borrower Each Obligor is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have result in a Material Adverse EffectChange. The execution, delivery and performance of this Agreement andAgreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower's and each Obligor’s corporate powers, have been duly authorized and are not in contravention of law which contravention would have a Material Adverse Effect Applicable Law or the terms of Borrower's such Obligor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower such Obligor is a party or by which Borrower such Obligor or its property are boundbound where such contravention of such indenture, agreement or undertaking would result in a Material Adverse Change. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower each Obligor, as applicable, enforceable in accordance with their respective terms subject to terms, except as enforceability may be limited by general principles of equity and bankruptcy, insolvency, reorganization, winding-up, moratorium and reorganization or other laws affecting the creditors’ rights of creditors generally and the fact that specific performance and injunction are equitable remedies available only by moratorium laws from time to time in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only in Canadian Dollarseffect. Borrower does not have Neither Operating Company has any subsidiaries Subsidiaries except as set forth on the Borrower’s Information Certificate. 8.2.

Corporate Existence, Power and Authority; Subsidiaries. Borrower and each of its subsidiaries (other than the Inactive Subsidiaries) is a corporation duly incorporated, validly existing organized and duly organized in good standing under the laws of its jurisdiction state of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement andAgreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower's corporate powers, have been duly authorized and are not in contravention of law which contravention would have a Material Adverse Effect or the terms of Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower is a party or by which Borrower or its property are bound. This Agreement and the other Financing Agreements to which Borrower or any Obligor is a party constitute legal, valid and binding obligations of Borrower or such Obligor enforceable in accordance with their respective terms subject to terms, except as enforceability may be affected by applicable bankruptcy, insolvency, reorganization, winding-up, moratorium and other or similar laws affecting the rights of relating to creditors and the fact that specific performance and injunction are equitable remedies available only in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only in Canadian Dollarsrights. Borrower does not have any subsidiaries except as set forth on the Information Certificate. 8.2.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower is a corporation duly incorporated, validly existing organized and duly organized in good standing under the laws of its jurisdiction state of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on a Borrower's financial condition, results of operation or business or the rights of Lender in or to any of the Collateral. The execution, delivery and performance of this Agreement andAgreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within each Borrower's corporate powers, have been duly authorized and are not in contravention of law which contravention would have a Material Adverse Effect or the terms of any Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which any Borrower is a party or by which any Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower Borrowers enforceable in accordance with their respective terms subject to bankruptcy, insolvency, reorganization, winding-up, moratorium and other laws affecting the rights of creditors and the fact that specific performance and injunction are equitable remedies available only in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only in Canadian Dollarsterms. Borrower does Borrowers do not have any subsidiaries except as set forth on the Information Certificate. 8.2Except as set forth on Schedule 8.1, the Inactive Subsidiaries have no assets or liabilities and have conducted no business activities of any kind for the past three years.

Corporate Existence, Power and Authority; Subsidiaries. Borrower Each Obligor is a corporation duly incorporated, validly existing and duly organized under the laws of its jurisdiction of incorporation and is duly qualified or registered as a foreign or extra-extra- provincial corporation in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have result in a Material Adverse EffectChange. The execution, delivery and performance of this Agreement andAgreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within Borrower's and each Obligor’s corporate powers, have been duly authorized and are not in contravention of law which contravention would have a Material Adverse Effect Applicable Law or the terms of Borrower's such Obligor’s certificate of incorporation, by-laws, or other organizational documentation, or any indenture, agreement or undertaking to which Borrower such Obligor is a party or by which Borrower such Obligor or its property are boundbound where such contravention of such indenture, agreement or undertaking would result in a Material Adverse Change. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower each Obligor, as applicable, enforceable in accordance with their respective terms subject to terms, except as enforceability may be limited by general principles of equity and bankruptcy, insolvency, reorganization, winding-up, moratorium and reorganization or other laws affecting the creditors’ rights of creditors generally and the fact that specific performance and injunction are equitable remedies available only by moratorium laws from time to time in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only in Canadian Dollarseffect. Borrower does not have Neither Operating Company has any subsidiaries Subsidiaries except as set forth on the Borrower’s Information Certificate. 8.2.

Corporate Existence, Power and Authority; Subsidiaries. Each Borrower is a corporation duly incorporated, validly existing organized and duly organized in good standing under the laws of its jurisdiction state of incorporation and is duly qualified or registered as a foreign or extra-provincial corporation and in good standing in all provinces, states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effectmaterial adverse effect on such Borrower's financial condition, results of operation or business or the rights of Lenders' Agent or Lenders in or to any of the Collateral. The execution, delivery and performance of this Agreement andAgreement, the other Financing Agreements to which Borrower is a party and the transactions contemplated hereunder and thereunder are all within each Borrower's corporate powers, have been duly authorized by all necessary corporate and shareholder action and are not in contravention of law which contravention would have a Material Adverse Effect or the terms of each Borrower's certificate of incorporation, by-laws, or other organizational documentation, or any indenture, material agreement or material undertaking to which any Borrower is a party or by which any Borrower or its property are bound. This Agreement and the other Financing Agreements constitute legal, valid and binding obligations of Borrower Borrowers enforceable in accordance with their respective terms terms, subject to the effect on enforceability of (a) any bankruptcy, insolvency, reorganization, winding-up, moratorium or similar laws effecting enforcement of creditors' rights generally and other laws affecting (b) the rights application of creditors and the fact that specific performance and injunction are equitable remedies available only general principles of equity (regardless of whether such enforceability is considered in the discretion of the court and the fact that a Canadian court will render judgment demonstrated only proceeding in Canadian Dollarsequity or at law). Borrower does Borrowers do not have any subsidiaries except as set forth on the Information Certificate. 8.2Certificate and except for any inactive subsidiary believed by Borrowers in good faith to have assets and liabilities of less than $10,000.