Warranties
The Guarantor hereby makes the following representations and warranties to the
Agent which shall survive the execution and delivery of this Guarantee:
(A)
THIS GUARANTEE HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE GUARANTOR AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF THE GUARANTOR ENFORCEABLE IN ACCORDANCE WITH ITS TERMS;
(B)
ALL OF THE RECITALS HERETO ARE IN ALL
RESPECTS TRUE AND CORRECT;
(C)
THE GUARANTOR IS DULY [INCORPORATED] AND
VALIDLY SUBSISTING UNDER THE LAWS OF ITS JURISDICTION OF [INCORPORATION] AND HAS
ADEQUATE AND SUFFICIENT POWER AND AUTHORITY TO ENTER INTO THIS GUARANTEE;
(D)
[THE GUARANTOR IS A DIRECT OR INDIRECT
WHOLLY-OWNED SUBSIDIARY OF IPSCO;]
(E)
THE EXECUTION AND DELIVERY OF THIS
GUARANTEE BY THE GUARANTOR, AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, DO
NOT CONFLICT WITH OR RESULT IN A BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY OF
THE TERMS, CONDITIONS OR PROVISIONS OF THE CERTIFICATE OF INCORPORATION,
CONSTATING DOCUMENTS OR BY-LAWS OF THE GUARANTOR OR
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ANY AGREEMENT OR INSTRUMENT TO WHICH THE GUARANTOR IS A PARTY OR BY WHICH IT IS
BOUND; AND
(F)
THE EXECUTION OF THIS GUARANTEE IS TO THE
BENEFIT OF THE GUARANTOR AND THE GUARANTOR HAS A MATERIAL INTEREST IN SECURING
THE OBLIGATIONS GUARANTEED HEREUNDER.
4.
Default and Enforcement
(A)
IN THE EVENT THAT ANY EVENT OF DEFAULT
UNDER THE CREDIT AGREEMENT HAS OCCURRED OR IS OCCURRING, THE AGENT SHALL BE
ENTITLED, NOTWITHSTANDING ANY CONTRARY ARRANGEMENT WITH THE DEBTOR, TO DEMAND
FROM THE GUARANTOR IMMEDIATE PAYMENT AND PERFORMANCE OF ALL THE OBLIGATIONS.
FORTHWITH UPON SUCH DEMAND, THE GUARANTOR SHALL IMMEDIATELY PAY, PERFORM AND
SATISFY IN FULL ALL OF THE GUARANTOR'S LIABILITIES. ALL AMOUNTS PAYABLE BY THE
GUARANTOR TO THE AGENT HEREUNDER SHALL BEAR INTEREST COMMENCING ON THE DATE OF
SUCH DEMAND AT THE INTEREST RATE PAYABLE BOTH BEFORE AND AFTER DEMAND, DEFAULT
AND JUDGMENT.
(B)
IF THE GUARANTOR SHALL FAIL FORTHWITH AFTER
SUCH DEMAND TO PAY, SATISFY AND PERFORM THE GUARANTOR'S LIABILITIES, THE AGENT,
ON ITS OWN BEHALF AND AS AGENT FOR THE LENDERS, MAY, IN ITS ABSOLUTE AND SOLE
DISCRETION, PROCEED WITH THE ENFORCEMENT OF THE RIGHTS GIVEN PURSUANT HERETO
AND/OR ANY SECURITY GIVEN BY THE GUARANTOR FOR THE GUARANTOR'S LIABILITIES
AND/OR THE OBLIGATIONS AND/OR TO EXERCISE ANY RIGHT OR REMEDY PROVIDED BY LAW OR
EQUITY TO RECOVER FROM THE GUARANTOR SUCH AMOUNTS AS THE GUARANTOR MAY BE LIABLE
TO PAY HEREUNDER. WITHOUT LIMITATION OF THE FOREGOING, THE AGENT MAY PROCEED TO
ENFORCE SUCH RIGHTS PRIOR TO, CONTEMPORANEOUSLY WITH OR AFTER ANY ACTION TAKEN
IN RESPECT OF ANY SECURITY GIVEN TO THE AGENT, THE LENDERS OR ANY OF THEM BY THE
DEBTOR OR THE GUARANTOR. THE AGENT SHALL NOT BE BOUND OR OBLIGATED TO TAKE ANY
ACTION OR LEGAL PROCEEDING AGAINST OR DEMAND PAYMENT FROM OR OTHERWISE EXHAUST
ITS RECOURSE AGAINST THE DEBTOR OR TO TAKE ANY ACTION OR TO DO ANY OTHER MATTER
OR THING OR TO PROCEED AGAINST ANY GUARANTOR OR ANY OTHER PERSON LIABLE FOR ANY
OF THE OBLIGATIONS, OR TO
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PURSUE