PROCEEDINGS, ETC.:
THERE ARE NO
ACTIONS, SUITS, ARBITRATION OR ADMINISTRATIVE PROCEEDINGS OR INDUSTRIAL OR
LABOUR DISPUTES OUTSTANDING OR, TO THE KNOWLEDGE OF SUCH BORROWER AFTER HAVING
MADE REASONABLE INQUIRY, PENDING OR THREATENED, AGAINST ANY SUCH BORROWER OR ITS
SUBSIDIARIES WHICH, IN ANY CASE WOULD OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT EXCEPT AS SET OUT IN SCHEDULE N HERETO.
(L)
NO MATERIAL ADVERSE EFFECT:
SINCE
DECEMBER 31, 2003, NO EVENT OR CIRCUMSTANCE HAS OCCURRED AND NO FACT HAS BECOME
KNOWN TO IT THAT WOULD, OR COULD REASONABLY BE EXPECTED TO, HAVE A MATERIAL
ADVERSE EFFECT.
79
(M)
INSURANCE:
SUCH BORROWER AND ITS SUBSIDIARIES
MAINTAIN APPROPRIATE INSURANCE COVERAGE, INCLUDING, BUSINESS INTERRUPTION
INSURANCE, THAT SATISFIES THE COVENANTS AND CONDITIONS OF THE CREDIT DOCUMENTS
CONCERNING INSURANCE COVERAGE.
(N)
TITLE TO ASSETS: SUCH BORROWER AND ITS
SUBSIDIARIES HAVE GOOD TITLE TO ALL PERSONAL OR MOVEABLE ASSETS AND GOOD AND
MARKETABLE TITLE OR LEASEHOLD TITLE (AS THE CASE MAY BE), TO ALL REAL OR
IMMOVEABLE ASSETS OR LEASEHOLD INTERESTS THEREIN OWNED OR LEASED BY IT, FREE AND
CLEAR FROM ANY ENCUMBRANCE, OTHER THAN ANY PERMITTED ENCUMBRANCES, AND NO PERSON
HAS ANY AGREEMENT WITH IT OR RIGHT TO ACQUIRE AN INTEREST IN ANY SUCH ASSETS
EXCEPT FOR SUCH ASSETS THAT SUCH BORROWER OR ITS SUBSIDIARIES IS PERMITTED TO
SELL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(O)
TAXES AND WITHHOLDINGS:
SUCH BORROWER AND
ITS SUBSIDIARIES HAVE IN A TIMELY MANNER FILED ALL TAX RETURNS, ELECTIONS,
FILINGS AND REPORTS REQUIRED BY LAW TO BE FILED BY THEM AND SUCH RETURNS,
ELECTIONS, FILINGS AND REPORTS ARE TRUE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS. SUCH BORROWER AND ITS SUBSIDIARIES HAVE PAID, OR RESERVED IN THEIR
FINANCIAL STATEMENTS, ALL TAXES WHICH ARE DUE AND PAYABLE, AND HAVE PAID ALL
ASSESSMENTS AND REASSESSMENTS AND ALL OTHER TAXES, GOVERNMENTAL CHARGES,
WITHHOLDINGS, PENALTIES AND FINES DUE AND PAYABLE BY IT OTHER THAN THOSE (I)
WHICH ARE NOT OVERDUE BY MORE THAN 5 BUSINESS DAYS, OR (II) IF OVERDUE BY MORE
THAN 5 BUSINESS DAYS, WHICH ARE BEING CONTESTED IN GOOD FAITH AND FOR WHICH
APPLICABLE RESERVES HAVE BEEN SET ASIDE BY SUCH BORROWER OR THE APPLICABLE
SUBSIDIARY IN ACCORDANCE WITH GAAP.
(P)
COMPLIANCE WITH LAWS. SUCH BORROWER AND ITS
SUBSIDIARIES ARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, EXCEPT IN THE INSTANCE
THAT THE APPLICATION OR CONSTRUCTION OF ANY SUCH LAW IS BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND PURSUED AND, THE
NON-COMPLIANCE WITH WHICH WOULD NOT, OR COULD NOT REASONABLY BE EXPECTED TO,
HAVE A MATERIAL ADVERSE EFFECT.
(Q)
CANADIAN PLANS AND CANADIAN WELFARE PLANS:
EXCEPT FOR ACCRUALS IN THE ORDINARY COURSE OF BUSINESS, ALL CONTRIBUTIONS
REQUIRED UNDER APPLICABLE LAW HAVE
80
BEEN MADE TO ANY CANADIAN PLANS AND CANADIAN WELFARE PLANS TO WHICH ANY OF THE
BORROWERS OR THEIR SUBSIDIARIES ARE PARTY, AND THERE ARE NO UNFUNDED LIABILITIES
IN RESPECT OF SUCH PLANS THAT ARE NOT IN COMPLIANCE WITH APPLICABLE LAWS. DURING
THE 12 CONSECUTIVE MONTH PERIOD PRIOR TO THE