remedies under this Agreement
or the Security.
(R)
FINANCIAL AND OTHER INFORMATION - ALL
FINANCIAL AND OTHER INFORMATION PROVIDED BY OR IN RESPECT OF IT TO THE BANK WAS
TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS WHEN PROVIDED; AND NO
INFORMATION, EXHIBIT, OR REPORT FURNISHED BY IT TO THE BANK CONTAINS ANY
MATERIAL MISSTATEMENT OF FACT OR OMITS TO STATE A MATERIAL FACT OR ANY FACT
NECESSARY TO MAKE THE STATEMENT CONTAINED THEREIN NOT MATERIALLY MISLEADING.
(S)
NO GUARANTEES - IT HAS NOT GRANTED ANY
GUARANTEES, EXCEPT FOR GUARANTEES WHICH COMPRISE PART OF THE SECURITY.
(T)
TAX RETURNS - IT HAS DULY AND TIMELY
FILED ALL TAX RETURNS REQUIRED TO BE FILED BY IT, AND HAS PAID ALL TAXES WHICH
ARE DUE AND PAYABLE BY IT OR HAS OBTAINED EXTENSIONS FROM THE APPLICABLE TAXING
AUTHORITY TO FILE SUCH STATEMENTS AND HAS THEN FILED SUCH TAX RETURNS WITHIN THE
EXTENDED TIME PERIODS.
IT HAS ALSO PAID ALL OTHER TAXES, CHARGES, PENALTIES AND
INTEREST DUE AND PAYABLE UNDER OR IN RESPECT OF ALL ASSESSMENTS AND
RE-ASSESSMENTS OF WHICH IT HAS RECEIVED WRITTEN NOTICE. THERE ARE NO ACTIONS,
SUITS, PROCEEDINGS, INVESTIGATIONS OR CLAIMS PENDING OR TO THE BEST KNOWLEDGE OF
EACH OF THE COMPANIES, THREATENED AGAINST IT IN RESPECT OF TAXES, GOVERNMENTAL
CHARGES OR ASSESSMENTS OR ANY MATERIAL MATTERS UNDER DISCUSSION WITH ANY
GOVERNMENTAL AUTHORITY RELATING TO TAXES, GOVERNMENTAL CHARGES OR ASSESSMENTS
ASSERTED BY ANY SUCH GOVERNMENTAL AUTHORITY.
(U)
STATUTORY LIENS - IT HAS REMITTED ON A
TIMELY BASIS ALL AMOUNTS REQUIRED TO HAVE BEEN WITHHELD AND REMITTED (INCLUDING
WITHHOLDINGS FROM EMPLOYEE WAGES AND SALARIES RELATING TO INCOME TAX, EMPLOYMENT
INSURANCE AND CANADA PENSION PLAN CONTRIBUTIONS), GOODS AND SERVICES TAX AND ALL
OTHER AMOUNTS WHICH IF NOT PAID WHEN DUE COULD RESULT IN THE CREATION OF A
STATUTORY LIEN AGAINST ANY OF ITS PROPERTY, EXCEPT FOR PERMITTED LIENS.
13
(V)
FULL DISCLOSURE - ALL FACTUAL INFORMATION
FURNISHED BY IT TO THE BANK (INCLUDING WITHOUT LIMITATION IN THE TERM SHEET,
THIS AGREEMENT AND THE SECURITY) FOR THE PURPOSES OF OR IN CONNECTION WITH THIS
AGREEMENT, IS TRUE AND ACCURATE IN ALL MATERIAL RESPECTS ON THE DATE AS OF WHICH
SUCH INFORMATION IS DATED OR CERTIFIED AND IS NOT INCOMPLETE BY OMITTING TO
STATE ANY FACT NECESSARY TO MAKE SUCH INFORMATION (TAKEN AS A WHOLE) NOT
MISLEADING AT SUCH TIME IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH
INFORMATION WAS PROVIDED.
Survival of Representations and Warranties
3.02
EACH COMPANY HEREBY ACKNOWLEDGES THAT THE BANK IS RELYING UPON THE
FOREGOING REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THE ESTABLISHMENT
AND CONTINUATION OF THE FACILITIES. THE SAID REPRESENTATIONS AND WARRANTIES
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING OF ALL
ADVANCES FROM TIME TO TIME HEREUNDER, NOTWITHSTANDING ANY INVESTIGATIONS WHICH
MAY BE MADE BY THE BANK.
ARTICLE IV - COVENANTS
Positive Covenants
4.01
EACH COMPANY HEREBY COVENANTS AND AGREES WITH THE BANK THAT IT
WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES, TO:
(A)
PROMPT PAYMENT - IN THE CASE OF THE