THE EFFECTIVE DATE, THE GUARANTOR IS NOT A PARTY TO ANY
UNANIMOUS SHAREHOLDER'S DECLARATION, SHAREHOLDERS' AGREEMENT OR OTHER AGREEMENT
RELATING TO THE SHARES OR WITHIN THE MEANING OF SECTION 108 OF THE BUSINESS
CORPORATIONS ACT (ONTARIO).
THE GUARANTOR DOES NOT OWN BENEFICIALLY OR OF
RECORD ANY SHARES OR OTHER SECURITIES IN ANY PERSON.
(B)
INCORPORATION AND QUALIFICATION.
THE GUARANTOR IS A CORPORATION
DULY INCORPORATED, ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE PROVINCE
OF ONTARIO AND, AND AS OF THE EFFECTIVE DATE, IS EXTRA-PROVINCIALLY REGISTERED
TO CARRY ON BUSINESS IN THE PROVINCES OF QUEBEC, MANITOBA, SASKATCHEWAN, ALBERTA
AND BRITISH COLUMBIA, BUT IS NOT QUALIFIED, LICENSED OR REGISTERED TO CARRY ON
BUSINESS IN ANY OTHER JURISDICTION NOR COULD FAILURE TO BE SO QUALIFIED HAVE A
MATERIAL ADVERSE EFFECT.
(C)
CORPORATE POWER.
THE GUARANTOR HAS ALL REQUISITE CORPORATE POWER
AND AUTHORITY TO (I) OWN, LEASE AND OPERATE ITS PROPERTIES AND ASSETS AND TO
CARRY ON THE BUSINESS IN WHICH IT IS ENGAGED AND PRESENTLY PROPOSES TO ENGAGE,
AND (II) ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS TO
WHICH IT IS A PARTY.
(D)
CONFLICT WITH OTHER INSTRUMENTS.
THE EXECUTION AND DELIVERY BY
THE GUARANTOR AND THE PERFORMANCE BY IT OF ITS OBLIGATIONS UNDER, AND
18
COMPLIANCE WITH THE TERMS, CONDITIONS AND PROVISIONS OF, THE CREDIT DOCUMENTS TO
WHICH IT IS A PARTY WILL NOT (I) CONFLICT WITH OR RESULT IN A BREACH OF ANY OF
THE TERMS OR CONDITIONS OF (T) ITS CONSTATING DOCUMENTS OR BY-LAWS, (U) ANY
APPLICABLE LAW, RULE OR REGULATION, (V) ANY CONTRACTUAL RESTRICTION BINDING ON
OR AFFECTING IT OR ITS PROPERTIES, OR (W) ANY JUDGMENT, INJUNCTION,
DETERMINATION, ORDER, DECREE, WRIT OR AWARD WHICH IS BINDING ON IT, OR
(II) RESULT IN, REQUIRE OR PERMIT (X) THE IMPOSITION OF ANY ENCUMBRANCE IN, ON
OR WITH RESPECT TO ANY OF ITS ASSETS OR PROPERTY (EXCEPT IN FAVOUR OF THE
COLLATERAL AGENT AND THE SECURED CREDITORS) OR (Y) THE ACCELERATION OF THE
MATURITY OF ANY INDEBTEDNESS BINDING ON OR AFFECTING THE GUARANTOR, EXCEPT IN
EACH OF THE FOREGOING CASES (EXCEPT CLAUSE(T)), ANY CONTRAVENTION, CONFLICTS,
ENCUMBRANCES OR ACCELERATIONS WHICH ARE NOT REASONABLY LIKELY TO ADVERSELY
AFFECT ANY LENDER OR TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
CORPORATE ACTION, GOVERNMENTAL APPROVALS, ETC.
THE EXECUTION AND
DELIVERY OF EACH OF THE CREDIT DOCUMENTS BY THE GUARANTOR AND THE PERFORMANCE BY
THE GUARANTOR OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS TO WHICH IT IS A
PARTY HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION INCLUDING THE
OBTAINING OF ALL NECESSARY SHAREHOLDER CONSENTS.
EXCEPT FOR THE FILING OF
FINANCING STATEMENTS AND FINANCING CHANGE STATEMENTS AND FOR ANY OTHER FILINGS,
REGISTRATIONS OR RECORDINGS REQUIRED UNDER THE GUARANTOR'S SECURITY DOCUMENTS
(ALL OF WHICH HAVE BEEN MADE OR WILL BE MADE WITHIN ONE BUSINESS DAY HEREOF,
SAVE AND EXCEPT FOR ANY FILINGS, REGISTRATIONS OR RECORDINGS IN RESPECT OF
FIXTURES IN THE APPROPRIATE LAND REGISTRY OFFICE AND IN RESPECT OF ANY
ASSIGNMENT OF CROWN DEBTS (AS THAT TERM IS DEFINED IN THE FINANCIAL
ADMINISTRATION