CORPORATION PERMITS,
EXCEPT FOR ANY SUCH CONFLICTS, DEFAULTS OR VIOLATIONS WHICH COULD NOT REASONABLY
BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT
ON THE CORPORATION;
(LL)
EXCEPT TO THE EXTENT THAT IN VIOLATION OR
OTHER MATTER REFERRED TO IN THIS SUBPARAGRAPH DOES NOT HAVE A MATERIAL ADVERSE
EFFECT ON THE BUSINESS, FINANCIAL CONDITION, ASSETS, PROPERTIES, LIABILITIES OR
OPERATIONS OF THE CORPORATION:
(I)
THE CORPORATION IS NOT IN VIOLATION OF
ANY APPLICABLE FEDERAL, PROVINCIAL, STATE, MUNICIPAL OR LOCAL LAWS, REGULATIONS,
ORDERS, GOVERNMENT DECREES OR ORDINANCES WITH RESPECT TO ENVIRONMENTAL, HEALTH
OR SAFETY MATTERS (COLLECTIVELY, "ENVIRONMENTAL LAWS");
(II)
THE CORPORATION HAS OPERATED ITS BUSINESS
AT ALL TIMES AND HAS RECEIVED, HANDLED, USED, STORED, TREATED, SHIPPED AND
DISPOSED OF ALL CONTAMINANTS WITHOUT VIOLATION OF ENVIRONMENTAL LAWS;
(III)
EXCEPT AS HAVE BEEN DISCLOSED IN WRITING TO
THE AGENT, THERE HAVE BEEN NO SPILLS, RELEASES, DEPOSITS OR DISCHARGES OF
HAZARDOUS OR TOXIC SUBSTANCES, CONTAMINANTS OR WASTES INTO THE EARTH, AIR OR
INTO ANY BODY OF WATER OR ANY MUNICIPAL OR OTHER SEWER OR DRAIN WATER SYSTEM BY
THE CORPORATION THAT HAVE NOT BEEN REMEDIED;
15
(IV)
NO ORDERS, DIRECTIONS OR NOTICES HAVE BEEN
ISSUED AND REMAIN OUTSTANDING PURSUANT TO ANY ENVIRONMENTAL LAWS RELATING TO THE
BUSINESS OR ASSETS OF THE CORPORATION;
(V)
THE CORPORATION HAS NOT FAILED TO REPORT TO
THE PROPER GOVERNMENTAL ENTITY THE OCCURRENCE OF ANY EVENT WHICH IS REQUIRED TO
BE SO REPORTED BY ANY ENVIRONMENTAL LAW; AND
(VI)
THE CORPORATION HOLDS ALL LICENSES, PERMITS
AND APPROVALS REQUIRED UNDER ANY ENVIRONMENTAL LAWS IN CONNECTION WITH THE
OPERATION OF ITS BUSINESS AND THE OWNERSHIP AND USE OF ITS ASSETS, ALL SUCH
LICENSES, PERMITS AND APPROVALS ARE IN FULL FORCE AND EFFECT, AND EXCEPT FOR
(A) NOTIFICATIONS AND CONDITIONS OF GENERAL APPLICATION TO ASSETS OF A TYPE
OWNED BY THE CORPORATION, AND (B) NOTIFICATIONS RELATING TO THE RECLAMATION
OBLIGATIONS UNDER THE ENVIRONMENTAL PROTECTION AND ENHANCEMENT ACT (ALBERTA),
THE CORPORATION HAS NOT RECEIVED ANY NOTIFICATION PURSUANT TO ANY ENVIRONMENTAL
LAWS THAT ANY WORK, REPAIRS, CONSTRUCTION OR CAPITAL EXPENDITURES ARE REQUIRED
TO BE MADE BY IT AS A CONDITION OF CONTINUED COMPLIANCE WITH ANY ENVIRONMENTAL
LAWS, OR ANY LICENSE, PERMIT OR APPROVAL ISSUED PURSUANT THERETO, OR THAT ANY
LICENSE, PERMIT OR APPROVAL REFERRED TO ABOVE IS ABOUT TO BE REVIEWED, MADE
SUBJECT TO LIMITATION OR CONDITIONS, REVOKED, WITHDRAWN OR TERMINATED;
(MM)
ANY AND ALL OPERATIONS OF THE CORPORATION AND, TO THE
KNOWLEDGE OF THE CORPORATION, ANY AND ALL OPERATIONS BY THIRD PARTIES, ON OR IN
RESPECT OF THE ASSETS AND PROPERTIES OF THE CORPORATION, HAVE BEEN CONDUCTED IN
ACCORDANCE WITH GOOD OIL AND GAS INDUSTRY PRACTICES AND IN MATERIAL COMPLIANCE
WITH APPLICABLE LAWS, RULES, REGULATIONS, ORDERS AND DIRECTIONS OF GOVERNMENTAL
AND OTHER COMPETENT AUTHORITIES;
(NN)
IN RESPECT OF THE ASSETS AND PROPERTIES OF THE
CORPORATION THAT ARE OPERATED BY IT, IF ANY, THE CORPORATION HOLDS ALL VALID
LICENCES, PERMITS AND SIMILAR RIGHTS AND PRIVILEGES THAT ARE REQUIRED AND
NECESSARY UNDER APPLICABLE LAW TO OPERATE THE ASSETS AND PROPERTIES OF THE