MATERIALLY
CHANGE THE NATURE OF ITS BUSINESS; PROVIDED HOWEVER THAT THE COMPANIES MAY
AMALGAMATE WITH ANY EXISTING WHOLLY OWNED SUBSIDIARIES PROVIDED SUCH TRANSACTION
IS NOT A SIGNIFICANT TRANSACTION;
(F)
GUARANTEES - BECOME OBLIGATED UNDER
GUARANTEES, OTHER THAN GUARANTEES WHICH COMPRISE PART OF THE SECURITY;
(G)
INVESTMENTS - MAKE OR ACQUIRE AN INVESTMENT
IN ANY PERSON;
(H)
DISTRIBUTIONS - MAKE ANY DISTRIBUTION TO ANY
SHAREHOLDER WHETHER BY WAY OF DIVIDEND, TRANSFER OR OTHERWISE;
(I)
CONTRACTS WITH RELATED PERSONS - ENTER
INTO ANY CONTRACT WITH ANY RELATED PERSON UNLESS ALL TERMS AND CONDITIONS
THEREOF (SPECIFICALLY INCLUDING THE PRICE) ARE COMMERCIALLY REASONABLE; OR
(J)
CHANGE OF CONTROL - ENTER INTO ANY
TRANSACTION WHICH WOULD RESULT IN A CHANGE OF CONTROL (AS SUCH TERM IS DEFINED
IN THE BUSINESS CORPORATIONS ACT (ONTARIO)) OF SUCH COMPANY.
Financial Covenants
4.03
EACH COMPANY AGREES TO COMPLY WITH ALL FINANCIAL COVENANTS AND
RESTRICTIONS CONTAINED IN THE TERM SHEET.
Reporting
4.04
EACH COMPANY AGREES TO COMPLY WITH ALL REPORTING COVENANTS
CONTAINED IN THE TERM SHEET; AND ALSO AGREES TO PROVIDE SUCH ADDITIONAL
FINANCIAL INFORMATION AND DOCUMENTS AS THE BANK MAY REASONABLY REQUIRE FROM TIME
TO TIME.
Security
4.05
EACH COMPANY AGREES TO PROVIDE OR CAUSE TO BE PROVIDED TO THE BANK
ALL SECURITY CONTEMPLATED IN THE TERM SHEET.
ARTICLE V- ACCELERATION AND REMEDIES
Acceleration
5.01
THE OBLIGATIONS ARE PAYABLE IN ACCORDANCE WITH THE TERMS OF THE
TERM SHEET, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERM SHEET
OR THE SECURITY. IN ADDITION, THE OBLIGATIONS SHALL
16
BECOME IMMEDIATELY DUE AND PAYABLE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,
WITHOUT ANY DEMAND OR NOTICE TO THE BORROWER BY THE BANK.
Acceleration of Certain Contingent Obligations
5.02
AT ANY TIME AFTER THE ACCELERATION DATE, THE BANK MAY (BUT SHALL
NOT BE OBLIGED TO) AT ANY TIME AND FROM TIME TO TIME, UPON WRITTEN NOTICE TO THE
BORROWER, MAKE A LOAN TO THE BORROWER IN AN AMOUNT EQUAL TO THE FACE AMOUNT OF
ANY OUTSTANDING BANKERS' ACCEPTANCE.
SUCH LOAN SHALL BEAR INTEREST AT THE
HIGHEST RATE APPLICABLE UNDER THE FACILITIES. THE BANK SHALL HOLD THE PROCEEDS
OF SUCH LOAN IN A DEPOSIT ACCOUNT TO SATISFY THE BANK'S OBLIGATIONS UNDER THE
SAID CONTINGENT OBLIGATIONS UPON THE MATURITY THEREOF.
Combining Accounts; Set-Off
5.03
AT ANY TIME AFTER THE ACCELERATION DATE, IN ADDITION TO AND NOT IN
LIMITATION OF ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW, THE BANK
MAY AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO THE COMPANIES, SET OFF
ANY OR ALL DIRECT AND INDIRECT, CONTINGENT AND ABSOLUTE INDEBTEDNESS,
OBLIGATIONS AND LIABILITIES OF THE BANK TO ANY COMPANY AGAINST ANY DIRECT OR
INDIRECT, CONTINGENT OR ABSOLUTE INDEBTEDNESS, OBLIGATIONS AND LIABILITIES OF
SUCH COMPANY TO THE BANK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
BANK MAY FROM TIME TO TIME:
(A)
COMBINE, CONSOLIDATE OR MERGE ANY OR ALL OF
THE DEPOSITS OR OTHER ACCOUNTS MAINTAINED BY ANY COMPANY WITH THE BANK (WHETHER
TERM, NOTICE, DEMAND OR OTHERWISE AND WHETHER MATURED OR UNMATURED) AND SUCH
COMPANY'S