Common use of REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants that, as of the date hereof and as of the date the Offeror first takes up Common Shares pursuant to the Offer: (i) of the Common Shares now owned or over which control or direction is exercised by it, certain of such Common Shares as set forth in Schedule "B" attached hereto (the "1998 Escrowed Shares") are held in escrow by Montreal Trust Company of Canada (the "Escrow Agent") pursuant to an escrow agreement dated June 4, 1998 (the "1998 Escrow Agreement"), a copy of which has been provided to the Offeror. The Principal Shareholder agrees to use its best efforts to make or cause to be made within three business days from the execution of the Agreement, an application (the "Escrow Relief Application") to the applicable regulatory authorities to obtain regulatory approval to allow the Escrow Agent to deposit the 1998 Escrowed Shares under the Offer (the "Escrow Relief") as soon as practicable following receipt of the required regulatory approval, but in any event, not later than the expiry date of the Offer, provided such regulatory approval has been received and the Offer has not been withdrawn or terminated. (ii) it is a corporation that is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; has all necessary power, authority, capacity and right, and has received all requisite approvals (including any necessary approval of its shareholders), and, subject to the making of the Escrow Relief Application, has made any required filings to enter into this Agreement and to complete the transactions contemplated hereby and that, upon the due execution and delivery of this Agreement by the Purchaser, this Agreement shall be duly executed and delivered by the Principal Shareholder and shall be a valid and binding agreement enforceable by the Purchaser against the Principal Shareholder in accordance with its terms. subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable laws regarding limitations of actions; (v) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court; (vi) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (vii) the enforceability of any waiver of statutory rights may be limited by applicable law; (iii) it is the sole legal and beneficial owner of the Shareholder Securities set forth opposite its name on Schedule "B" to this Agreement and has, subject to the terms of the 1998 Escrow Agreement, the exclusive right to dispose of such Shareholder Securities as provided in this Agreement and, subject to the receipt of the regulatory approvals referred to in Schedule "C" to the Acquisition Agreement, is not a party to, bound or affected by or subject to, any charter or by-law provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; (iv) subject to the granting of the Escrow Relief, the Shareholder Securities to be acquired by the Offeror from it pursuant to the Offer will be acquired with good title, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; and (v) except for the 1998 Escrow Agreement, it is not a party to or bound by any indenture, mortgage, lease or agreement which would be violated, contravened, breached by, or under which default would occur or which would otherwise be impaired as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement if the result of such violation, contravention, breach, default or impairment, individually or in the aggregate, would materially adversely affect the Principal Shareholder or the Purchaser;

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDER. The Principal Shareholder hereby represents and warrants that, as of the date hereof and as of the date the Offeror first takes up Common Shares pursuant to the Offer: (i) of the Common Shares now owned or over which control or direction is exercised by it, certain of such Common Shares as set forth in Schedule "B" attached hereto (the "1998 Escrowed Shares") are held in escrow by Montreal Trust Company of Canada (the "Escrow Agent") pursuant to an escrow agreement dated June 4, 1998 (the "1998 Escrow Agreement"), a copy of which has been provided to the Offeror. The Principal Shareholder agrees to use its best efforts to make or cause to be made within three business days from the execution of the Agreement, an application (the "Escrow Relief Application") to the applicable regulatory authorities to obtain regulatory approval to allow the Escrow Agent to deposit the 1998 Escrowed Shares under the Offer (the "Escrow Relief") as soon as practicable following receipt of the required regulatory approval, but in any event, not later than the expiry date of the Offer, provided such regulatory approval has been received and the Offer has not been withdrawn or terminated. (ii) it is a corporation that is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; has all necessary power, authority, capacity and right, and has received all requisite approvals (including any necessary approval of its shareholders), and, subject to the making of the Escrow Relief Application, has made any required filings to enter into this Agreement and to complete the transactions contemplated hereby and that, upon the due execution and delivery of this Agreement by the Purchaser, this Agreement shall be duly executed and delivered by the Principal Shareholder and shall be a valid and binding agreement enforceable by the Purchaser against the Principal Shareholder in accordance with its terms. subject Subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the applicable laws regarding limitations of actions; (v) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the enforceability or validity of the remainder of such document would be determined only in the discretion of the court; (vi) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law; and (vii) the enforceability of any waiver of statutory rights may be limited by applicable law; (iii) it is the sole legal and beneficial owner of the Shareholder Securities set forth opposite its name on Schedule "B" to this Agreement and has, subject to the terms of the 1998 Escrow Agreement, the exclusive right to dispose of such Shareholder Securities as provided in this Agreement and, subject to the receipt of the regulatory approvals referred to in Schedule "C" to the Acquisition Agreement, is not a party to, bound or affected by or subject to, any charter or by-law provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; (iv) subject to the granting of the Escrow Relief, the Shareholder Securities to be acquired by the Offeror from it pursuant to the Offer will be acquired with good title, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; and (v) except for the 1998 Escrow Agreement, it is not a party to or bound by any indenture, mortgage, lease or agreement which would be violated, contravened, breached by, or under which default would occur or which would otherwise be impaired as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement if the result of such violation, contravention, breach, default or impairment, individually or in the aggregate, would materially adversely affect the Principal Shareholder or the Purchaser;