RATE
PREVAILING ON THE DATE OF PAYMENT IS THE AMOUNT THEN DUE UNDER THIS AGREEMENT IN
SUCH OTHER CURRENCY.
ANY ADDITIONAL AMOUNT DUE BY THE BORROWER UNDER THIS
SECTION WILL BE DUE AS A SEPARATE DEBT AND SHALL NOT BE AFFECTED BY JUDGMENT
BEING OBTAINED FOR ANY OTHER SUMS DUE UNDER OR IN RESPECT OF THIS AGREEMENT.
Remedies Cumulative
5.07
ALL OF THE RIGHTS AND REMEDIES GRANTED TO THE BANK IN THIS
AGREEMENT, AND ANY OTHER DOCUMENTS OR INSTRUMENTS IN EXISTENCE BETWEEN THE
PARTIES OR CONTEMPLATED HEREBY, AND ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO
THE BANK AT LAW OR IN EQUITY, SHALL BE CUMULATIVE.
THE EXERCISE OR FAILURE TO
EXERCISE ANY OF THE SAID REMEDIES SHALL NOT CONSTITUTE A WAIVER OR RELEASE
THEREOF OR OF ANY OTHER RIGHT OR REMEDY, AND SHALL BE NON-EXCLUSIVE.
Insolvency Proceedings
5.08
IF ANY COMPANY INTENDS TO APPLY FOR PROTECTION FROM ITS CREDITORS
UNDER ANY INSOLVENCY LEGISLATION, INCLUDING WITHOUT LIMITATION MAKING AN
ASSIGNMENT FOR THE GENERAL BENEFIT OF CREDITORS, MAKING A PROPOSAL OR FILING A
NOTICE OF INTENTION TO MAKE A PROPOSAL, THE BORROWER AGREES TO PROVIDE THE BANK
WITH NOT LESS THAN FIVE BUSINESS DAYS' PRIOR WRITTEN NOTICE BEFORE ANY OF THE
AFOREMENTIONED PROCEEDINGS ARE COMMENCED TOGETHER WITH COPIES OF ALL RELEVANT
FILING MATERIALS, INCLUDING, WITHOUT LIMITATION, COPIES OF DRAFT COURT ORDERS,
PLANS OF COMPROMISE, PROPOSALS AND NOTICES OF INTENTION. DURING THIS NOTICE
PERIOD THE BANK MAY, IN ITS SOLE DISCRETION, ELECT TO EXERCISE ANY AND ALL
RIGHTS AND REMEDIES AS SET OUT IN THIS AGREEMENT.
ARTICLE VI - GENERAL
Waivers to be in Writing
6.01
ANY FAILURE OR DELAY BY THE BANK IN EXERCISING ANY RIGHT OR
PRIVILEGE WITH RESPECT TO THE NON-COMPLIANCE WITH ANY PROVISIONS OF THIS
AGREEMENT BY ANY COMPANY AND ANY COURSE OF ACTION ON THE PART OF THE BANK, SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHTS OF THE BANK UNLESS MADE IN WRITING BY THE
BANK. ANY SUCH WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE PURPOSE FOR WHICH IT IS GIVEN AND SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER
RIGHTS AND REMEDIES OF THE BANK WITH RESPECT TO ANY OTHER OR FUTURE
NON-COMPLIANCE.
Governing Law
6.02
THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE PROVINCE OF ONTARIO. WITHOUT PREJUDICE TO THE RIGHT OF THE BANK TO COMMENCE
ANY PROCEEDINGS WITH RESPECT TO THIS AGREEMENT
18
IN ANY OTHER PROPER JURISDICTION, THE PARTIES HEREBY ATTORN AND SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO.
Bank's Expenses
6.03
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
COMPLETED OR ADVANCES ARE MADE, THE BORROWER AGREES TO PAY ON DEMAND BY THE BANK
ALL REASONABLE EXPENSES INCURRED BY THE BANK, INCLUDING REASONABLE LEGAL FEES,
IN CONNECTION WITH THIS AGREEMENT, THE TERM SHEET, THE SECURITY AND ALL
DOCUMENTS CONTEMPLATED HEREBY, INCLUDING: THE PREPARATION, ADMINISTRATION OR
INTERPRETATION OF SUCH DOCUMENTS, THE PROTECTION AND ENFORCEMENT OF THE RIGHTS
OF THE BANK PROVIDED FOR THEREBY, THE ENFORCEMENT