Common use of Guarantor Representations Clause in Contracts

Guarantor Representations. The Guarantor represents, warrants and covenants to each of the Investors, and acknowledges that each of the Investors is relying thereon, that: (a) The Guarantor is a corporation existing under the laws of the Province of British Columbia and has the requisite power and authority to own, lease and operate its properties and to conduct its business; (b) The Guarantor has all requisite legal and corporate power and authority to execute and deliver this Guarantee and to perform its obligations hereunder; (c) The Guarantor has duly authorized, executed and delivered this Guarantee, and, upon acceptance by the Investors, this Guarantee will constitute a valid and binding agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies; (d) No consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any domestic or foreign federal, provincial, state, municipal or other governmental department, court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority, self- regulatory authority or the TSX-V (each, a “Governmental Authority”) or other person is required for the execution, delivery or performance of this Guarantee by the Guarantor; and (e) Neither the entering into, delivery or performance of the Guarantee nor the completion of the transactions contemplated hereby by the Guarantor will: (i) conflict with or result in the violation or breach of any of the provisions of the articles or by-laws of the Guarantor, (ii) conflict with, or result in a breach or violation of any of the terms of, or constitute a default under, or result in the creation or imposition of any lien or right of any other person upon any assets of the Guarantor pursuant to any agreement or other instrument to which the Guarantor is a party or by which the Guarantor is bound or to which any of the assets of the Guarantor is subject, or (iii) result in the violation of any Law applicable to the Guarantor, with such exceptions, in the case of each of clauses (ii) and (iii) above, as would not impair or delay its ability to perform its obligations hereunder. The representations and warranties of the Guarantor contained in this Guarantee shall survive until the termination of this Guarantee.

Guarantor Representations. The Guarantor represents, warrants and covenants to each of the InvestorsInvestor, and acknowledges that each of the Investors Investor is relying thereon, that: (a) The Guarantor is a corporation an exempted limited partnership duly organized and validly existing under the laws of the Province of British Columbia Bermuda and has the requisite power and authority to own, lease and operate its properties and to conduct its business;. (b) The Guarantor has all requisite legal and corporate power and authority to execute and deliver this the Guarantee and to perform its obligations hereunder;. (c) The Guarantor has duly authorized, executed and delivered this the Guarantee, and, upon acceptance by Investor, the Investors, this Guarantee will constitute a valid and binding agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies;. (d) No consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any domestic or foreign federal, provincial, state, municipal or other governmental department, court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority, self- regulatory authority or the TSX-V TSX and the NYSE (each, a “Governmental Authority”) or other person is required for the execution, delivery or performance of this the Guarantee by the Guarantor; and. (e) Neither the entering into, delivery or performance of the Guarantee nor the completion of the transactions contemplated hereby by the Guarantor will: (i) conflict with or result in the violation or breach of any of the provisions of the articles constating documents or bybye-laws of the Guarantor, ; (ii) conflict with, or result in a breach or violation of any of the terms of, or constitute a default under, or result in the creation or imposition of any lien or right of any other person upon any assets of the Guarantor pursuant to any agreement or other instrument to which the Guarantor is a party or by which the Guarantor is bound or to which any of the assets of the Guarantor is subject, or (iii) result in the violation of any Law applicable to law in respect of which the GuarantorGuarantor must comply, with such exceptions, in the case of each of clauses (ii) and (iii) above, as would not impair or delay its have a material adverse effect on the Guarantor’s ability to perform its obligations hereunder. (f) The Guarantor (i) has not directly or indirectly, obtained or induced and will not attempt to so obtain or induce the procurement of the Guarantee or any contract, consent, approval, right, interest, privilege or other obligation or benefit related to the Guarantee or the transactions contemplated hereby or the Guarantor’s other dealings with Investor or its Connected Persons through any violation of law or regulation and (ii) other than in respect of fees payable to professional advisors, has not given or agreed to give and shall not give or agree to give to any person, either directly or indirectly, any placement fee, introductory fee, arrangement fee, finder’s fee or any other fee, compensation, monetary benefit or any other benefit, gift, commission, gratification, bribe or kickback, whether described as a consultation fee or otherwise, with the object of obtaining or inducing the procurement of the transactions contemplated hereby or any contract, right, interest, privilege or other obligation or benefit related to the transactions contemplated hereby. As used herein, the term “Connected Persons” means (a) Investor’s affiliates; (b) the advisers, agents, representatives and consultants of Investor and its affiliates; and (c) the directors, officers, partners and employees of Investor, its affiliates and of its and their advisers, agents, representatives and consultants. The representations and warranties of the Guarantor contained in this the Guarantee shall survive until the termination of this the Guarantee.

Guarantor Representations. 5.01 The Guarantor represents, hereby represents and warrants and covenants to each of the Investors, and acknowledges that each of the Investors is relying thereon, that: (a) The Guarantor is a corporation existing its obligations under this Guarantee rank pari passu, equally and ratably with all of its other unsubordinated indebtedness and liability outstanding at the laws of the Province of British Columbia and has the requisite power and authority to own, lease and operate its properties and to conduct its businessdate hereof; (b) The Guarantor has all requisite legal and corporate power and authority to execute and deliver this Guarantee and to perform its obligations hereunder; (c) The Guarantor has duly authorized, executed and delivered this Guarantee, and, upon acceptance by the Investors, this Guarantee will constitute a valid and binding agreement of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies; (d) No consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any domestic or foreign federal, provincial, state, municipal or other governmental department, court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority, self- regulatory authority or the TSX-V (each, a “Governmental Authority”) or other person is required for the execution, delivery or and performance of this Guarantee by the Guarantor; and (e) Neither Guarantor are within the entering into, delivery or performance corporate powers of the Guarantee nor the completion of the transactions contemplated hereby Guarantor, have been duly authorized by the Guarantor will: all necessary corporate action and do not and will not (i) conflict with require any consent or result in the violation or breach of any approval of the provisions stockholders of the Guarantor which has not been obtained, (ii) violate any provision of the articles of incorporation or by-laws of the Guarantor or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Guarantor or any subsidiary of the Guarantor; (iii) require the consent or approval of, (ii) conflict or filing or registration with, any governmental body, agency or authority, or (iv) result in a breach or violation of any of the terms of, or constitute a default under, or result in the creation or imposition of any lien lien, charge or right of any other person encumbrance upon any assets property of the Guarantor or any subsidiary of the Guarantor pursuant to to, any indenture or other agreement or other instrument to under which the Guarantor or any subsidiary of the Guarantor is a party or by which the Guarantor is it or any of its properties may be bound or to which any of affected, and (c) this Guarantee, when executed and delivered, will constitute the assets legal, valid and binding obligation of the Guarantor is subjectenforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or (iii) result in similar laws affecting the violation enforceability of any Law applicable creditors' rights generally or by equitable principles relating to the Guarantor, with such exceptions, in the case of each of clauses (ii) and (iii) above, as would not impair or delay its ability to perform its obligations hereunderenforceability. The representations and warranties of the Guarantor contained in this Guarantee shall survive until the termination of this Guarantee.ARTICLE SIX MISCELLANEOUS

Guarantor Representations. The Guarantor represents, warrants and covenants to In the case of each of the Investors, and acknowledges that each of the Investors is relying thereon, thatGuarantor: (a) The Such Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of the Province jurisdiction of British Columbia and its organization, (ii) has the requisite corporate or other organizational power and authority authority, and the legal right, to own, lease own and operate its properties property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its business;ownership, lease or operation of property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law except in the case of subparagraphs (iii) and (iv) above only, to the extent that the failure to comply therewith could not have a material adverse effect on the validity or enforceability of (x) the Transaction Documents, this Agreement or the other Security Documents or (y) the rights or remedies of the Collateral Agent or the Secured Parties hereunder or thereunder. (b) The Such Guarantor has all requisite legal and the corporate or other organizational power and authority authority, and the legal right, to execute make, deliver and deliver this Guarantee perform the Transaction Documents and the Security Documents to perform its obligations hereunder; which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Transaction Documents and the Security Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required (cexcept as contemplated in the Security Documents) The Guarantor in connection with the execution, delivery, performance, validity or enforceability of the Transaction Documents and the Security Documents to which the Company is a party. This Agreement has been, and each other Transaction Documents and Security Document to which it is a party will be, duly authorized, executed and delivered this Guaranteeon behalf of such Guarantor. This Agreement constitutes, andand each other Transaction Document and Security Document to which it is a party when executed and delivered will constitute, upon acceptance by the Investorsa legal, this Guarantee will constitute a valid and binding agreement obligation of the Guarantor, such Guarantor enforceable against the such Guarantor in accordance with its terms, except as limited by applicable subject to the effects of bankruptcy, insolvency, reorganization fraudulent conveyance, reorganization, moratorium and other similar laws relating to or other laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of general application affecting enforcement of creditors’ rights good faith and general principles of equity that restrict the availability of equitable remedies;fair dealing. (dc) No consent, approval, authorization, order or agreement of, or registration, filing or qualification with, or any other action by, any domestic or foreign federal, provincial, state, municipal or other governmental department, court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authority, self- regulatory authority or the TSX-V (each, a “Governmental Authority”) or other person is required for the The execution, delivery or performance of this Guarantee by the Guarantor; and (e) Neither the entering into, delivery or and performance of the Guarantee nor Transaction Documents and the completion Security Documents to which such Guarantor is a party will not violate any Requirement of the transactions contemplated hereby by the Law of such Guarantor will: (i) conflict with or result in the violation or breach of any of the provisions of the articles or by-laws of the Guarantor, (ii) conflict withits Subsidiaries and will not result in, or result in a breach or violation of any of the terms ofrequire, or constitute a default under, or result in the creation or imposition of any lien Lien on any of its or right of any other person upon any assets of the Guarantor their respective properties or revenues pursuant to any agreement or such Requirement of Law (other instrument than pursuant to which the Guarantor is a party or by which the Guarantor is bound or to which any of the assets of the Guarantor is subject, or (iii) result in the violation of any Law applicable to the Guarantor, with such exceptions, in the case of each of clauses (ii) and (iii) above, as would not impair or delay its ability to perform its obligations hereunder. The representations and warranties of the Guarantor contained in this Guarantee shall survive until the termination of this GuaranteeAgreement).