been furnished to the
Agent, are complete and correct and present fairly the consolidated financial
condition of the Borrower and its consolidated Subsidiaries as at such date, and
the consolidated results of their operations and their consolidated cash flows
for the fiscal year then ended.
(B) [RESERVED]
(C)ALL SUCH FINANCIAL STATEMENTS, INCLUDING THE RELATED SCHEDULES AND NOTES
THERETO, HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED CONSISTENTLY
THROUGHOUT THE PERIODS INVOLVED (EXCEPT AS APPROVED BY SUCH RESPONSIBLE OFFICER,
AND AS DISCLOSED THEREIN).
NEITHER THE BORROWER NOR ANY OF ITS CONSOLIDATED
SUBSIDIARIES HAD, AT THE DATE OF THE MOST RECENT BALANCE SHEET REFERRED TO
ABOVE, ANY MATERIAL GUARANTEE OBLIGATION, CONTINGENT LIABILITY OR LIABILITY FOR
TAXES, OR ANY LONG TERM LEASE OR UNUSUAL FORWARD OR LONG TERM COMMITMENT,
INCLUDING, WITHOUT LIMITATION, ANY INTEREST RATE OR FOREIGN CURRENCY SWAP OR
EXCHANGE TRANSACTION OR OTHER FINANCIAL DERIVATIVE, WHICH IS NOT REFLECTED IN
THE FOREGOING STATEMENTS OR IN THE NOTES THERETO.
DURING THE PERIOD FROM MARCH
31, 2017 TO AND INCLUDING THE DATE HEREOF THERE HAS BEEN NO SALE, TRANSFER OR
OTHER DISPOSITION BY THE BORROWER OR ANY OF ITS CONSOLIDATED SUBSIDIARIES OF ANY
MATERIAL PART OF ITS BUSINESS OR PROPERTY AND NO PURCHASE OR OTHER ACQUISITION
OF ANY BUSINESS OR PROPERTY (INCLUDING ANY CAPITAL STOCK OF ANY OTHER PERSON)
MATERIAL IN RELATION TO THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND
ITS CONSOLIDATED SUBSIDIARIES AT MARCH 31, 2017.
SECTION 3.2 CORPORATE EXISTENCE AND POWER.
The Borrower:
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(a) is a corporation, duly organized, validly existing and in good standing
under the laws of Nevada;
(B) HAS THE POWER AND AUTHORITY AND ALL GOVERNMENTAL LICENSES, AUTHORIZATIONS,
PERMITS, CONSENTS AND APPROVALS TO OWN ITS ASSETS, CARRY ON ITS BUSINESS AND
EXECUTE, DELIVER, AND PERFORM ITS OBLIGATIONS UNDER, THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY;
(C) IS DULY QUALIFIED AS A FOREIGN CORPORATION, AND LICENSED AND IN GOOD
STANDING, UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR
OPERATION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION
OR LICENSE EXCEPT WHERE THE FAILURE TO SO QUALIFY COULD NOT, IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(D) IS IN COMPLIANCE WITH ALL REQUIREMENTS OF LAW, EXCEPT TO THE EXTENT THAT THE
FAILURE TO COMPLY THEREWITH COULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.3 POWER; CORPORATE AUTHORIZATION; NO CONTRAVENTION.
THE BORROWER HAS
THE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY AND TO BORROW HEREUNDER, AND HAS TAKEN ALL
NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
LOAN DOCUMENTS AND TO AUTHORIZE THE BORROWINGS UNDER THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND ANY NOTES.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
BORROWER OF THIS AGREEMENT, AND ANY OTHER LOAN DOCUMENT TO WHICH THE BORROWER IS
PARTY, DO NOT AND WILL NOT:
(I)
CONTRAVENE THE TERMS OF ANY OF THE ORGANIZATION DOCUMENTS