OR ANY OTHER RESTRICTION
OF ANY KIND OR CHARACTER WHICH WOULD BE CONTRAVENED, BREACHED OR VIOLATED BY
SUCH BORROWER BY VIRTUE OF THE EXECUTION, DELIVERY, PERFORMANCE OR OBSERVANCE OF
ANY OF THE TERMS OF THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS TO WHICH
SUCH BORROWER IS A PARTY, IF THE RESULT OF SUCH CONTRAVENTION, BREACH OR
VIOLATION WOULD HAVE A MATERIAL ADVERSE EFFECT.
(G)
ENVIRONMENTAL:
SUCH BORROWER AND ITS
SUBSIDIARIES:
(1)
to the knowledge of such Borrower, are not
in violation of any Environmental Laws,
where such violations, singly, or in
the aggregate, would have a Material Adverse Effect;
(2)
are not the subject of any pending, or to
the knowledge of such Borrower, threatened actions, suits, proceedings, orders
or Notices from any Person relating to a Release into the environment or
workplace, the use, handling, transportation or storage of any Hazardous
Substance in any of its operations or any Hazardous Substance in any other
respect (except proceedings of a character normally incidental to the kind of
business conducted by such Borrower or any Subsidiary of such Borrower) which,
singly or in the aggregate, if adversely determined, would have a Material
Adverse Effect; and
(3)
have no knowledge of any past, unremedied,
violations of any Environmental Laws affecting their business, operations or
Assets, where such violations, singly or in the aggregate, would have a Material
Adverse Effect.
(H)
FINANCIAL STATEMENTS:
THE FINANCIAL
STATEMENTS DELIVERED TO THE AGENT AND THE LENDERS PURSUANT TO THIS AGREEMENT
FAIRLY PRESENT THE CONSOLIDATED FINANCIAL
78
POSITION OF IPSCO CONSOLIDATED AS AT THE DATES THEREOF AND THE CONSOLIDATED
RESULTS OF THE OPERATIONS OF IPSCO CONSOLIDATED FOR THE PERIODS COVERED THEREBY
AND HAVE BEEN PREPARED BY SUCH BORROWER IN ACCORDANCE WITH GAAP (SUBJECT, IN THE
CASE OF INTERIM STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS). ALL
FINANCIAL, BUSINESS AND OUTLOOK PROJECTIONS PROVIDED TO THE AGENT AND THE
LENDERS, OR ANY OF THEM, UNDER OR IN CONNECTION WITH THIS AGREEMENT WERE
PREPARED IN GOOD FAITH BASED ON ASSUMPTIONS WHICH, AT THE TIME OF PREPARATION
THEREOF, WERE BELIEVED TO BE REASONABLE AND ARE BELIEVED TO BE REASONABLE
ESTIMATES OF THE PROSPECTS OF THE BUSINESSES REFERRED TO THEREIN.
(I)
CARRYING ON BUSINESS:
SUCH BORROWER AND
ITS SUBSIDIARIES ARE QUALIFIED TO CARRY ON BUSINESS IN ALL JURISDICTIONS IN
WHICH THE ASSETS OWNED OR LEASED BY THEM OR THE NATURE OF THE ACTIVITIES CARRIED
ON BY THEM MAKE SUCH QUALIFICATION NECESSARY, EXCEPT TO THE EXTENT THAT THE
NON-QUALIFICATION WOULD NOT AND COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT. SUCH BORROWER AND ITS SUBSIDIARIES HAVE ALL REQUIRED
PERMITS, LICENSES AND OTHER AUTHORIZATIONS REQUIRED TO OWN THEIR RESPECTIVE
ASSETS AND TO CARRY ON THE BUSINESS IN WHICH THEY ARE ENGAGED AND ALL SUCH
PERMITS, LICENSES AND AUTHORIZATIONS ARE IN GOOD STANDING, EXCEPT TO THE EXTENT
THAT THE ABSENCE THEREOF WOULD NOT AND COULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
(J)
NO DEFAULTS:
NO DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING.
(K)
ACTIONS,