HERETO,
OR IN ANY FINANCIAL STATEMENTS DELIVERED PURSUANT HERETO IS FALSE OR ERRONEOUS
IN ANY MATERIAL RESPECT AND, IN THE CASE OF ANY ERRONEOUS REPRESENTATION OR
WARRANTY, IF SUCH ERROR IS NOT CORRECTED WITHIN TWENTY (20) DAYS FOLLOWING THE
DAY ON WHICH SUCH ERROR IS MADE KNOWN TO THE BORROWER OR ANY GUARANTOR
2
THROUGH WRITTEN NOTIFICATION BY THE LENDER OR OTHERWISE BECOMES KNOWN TO THE
BORROWER OR ANY GUARANTOR;
(III)
IF ANY COMPANY IS IN DEFAULT WITH RESPECT TO
ANY INDEBTEDNESS (OTHER THAN AMOUNTS DUE TO THE BANK UNDER THIS AGREEMENT, THE
TERM SHEET OR UNDER ANY OF THE SECURITY) IN AN AMOUNT IN EXCESS OF $50,000
INDIVIDUALLY OR $250,000 IN AGGREGATE OR ANY EVENT OR CONDITION OCCURS THAT
RESULTS IN ANY SUCH INDEBTEDNESS BECOMING DUE PRIOR TO ITS SCHEDULED MATURITY OR
THAT ENABLES OR PERMITS (WITH OR WITHOUT THE GIVING OF NOTICE, THE LAPSE OF TIME
OR BOTH) THE HOLDER OR HOLDERS OF SUCH INDEBTEDNESS (OR ANY TRUSTEE OR AGENT ON
ITS OR THEIR BEHALF) TO CAUSE ANY SUCH INDEBTEDNESS TO BECOME DUE, OR TO REQUIRE
THE PREPAYMENT, REPURCHASE, REDEMPTION OR DEFEASANCE THEREOF, PRIOR TO ITS
SCHEDULED MATURITY;
(IV)
IF, OTHER THAN IN RESPECT OF ANY COVENANT TO
PAY, THERE IS ANY DEFAULT OR FAILURE IN THE OBSERVANCE OR PERFORMANCE OF ANY
OTHER ACT HEREBY REQUIRED TO BE DONE OR ANY OTHER COVENANT OR CONDITION HEREBY
REQUIRED TO BE OBSERVED OR PERFORMED, AND THE DEFAULT OR FAILURE CONTINUES FOR
THIRTY (30) DAYS FOLLOWING THE DAY SUCH DEFAULT OR FAILURE BECOMES KNOWN TO THE
BORROWER OR ANY COMPANY THROUGH WRITTEN NOTIFICATION BY THE BANK OR OTHERWISE
BECOMES KNOWN TO THE BORROWER OR ANY COMPANY;
(V)
IF ANY PROVISION OF THIS AGREEMENT, THE TERM
SHEET OR ANY SECURITY SHALL FOR ANY REASON CEASE TO BE VALID, BINDING AND
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS (OR ANY COMPANY SHALL SO ASSERT IN
WRITING);
(VI)
IF AN INSOLVENCY EVENT SHOULD OCCUR IN
CONNECTION WITH ANY COMPANY;
(VII)
IF ANY ACTION OR EVENT HAS OCCURRED WHICH HAS
HAD OR IS EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE;
(VIII)
IF ANY COMPANY SUSPENDS OR CEASES OR THREATENS TO
SUSPEND OR CEASE ITS BUSINESS; OR
(IX)
IF ANY AUDITOR'S OPINION OR REPORT REQUIRED
TO BE DELIVERED IN ACCORDANCE WITH THIS AGREEMENT OR THE TERM SHEET IS QUALIFIED
IN ANY MANNER.
"Exchange Rate" in connection with any amount of Canadian Dollars to be
converted into another currency pursuant to this Agreement for any reason, or
vice-versa, means the Bank's spot rate of exchange for converting Canadian
Dollars into such other currency or vice-versa, as the case may be, quoted at
approximately noon (Toronto time) on the effective date of such conversion.
Any
advances made hereunder shall be repaid in the currency that the advances were
made;
"Facilities" means the credit facilities established by the Bank for the
Borrower pursuant to the Term Sheet; and "Facility" means any one of them as the
context requires;
"Funded Debt" means all debt on which interest is paid,