BORROWER, PAY ALL PRINCIPAL, INTEREST AND OTHER AMOUNTS PAYABLE BY IT TO THE
BANK PURSUANT TO THE TERM SHEET AND THIS AGREEMENT PROMPTLY WHEN DUE;
(B)
COMPLIANCE WITH AGREEMENTS WITH BANK -
PERFORM AND SATISFY ALL COVENANTS AND OBLIGATIONS TO BE PERFORMED BY IT UNDER
THOSE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND UNDER ANY OTHER AGREEMENT OR
UNDERTAKING NOW OR HEREAFTER MADE BETWEEN IT AND THE BANK;
(C)
NOTICE OF CERTAIN EVENTS - GIVE PROMPT
WRITTEN NOTICE TO THE BANK OF: (I) ANY CONTRAVENTION OF OR NON-COMPLIANCE BY ANY
COMPANY WITH ANY TERMS AND CONDITIONS OF ANY LOAN DOCUMENT; (II) ANY MATERIAL
ADVERSE CHANGE AFFECTING ANY COMPANY OR SUBSIDIARY; OR (III) ANY EVENT OR
OCCURRENCE WHICH COULD WITH THE GIVING OF NOTICE, LAPSE OF TIME OR BOTH RESULT
IN A MATERIAL ADVERSE CHANGE AFFECTING ANY COMPANY OR SUBSIDIARY;
(D)
PRESERVATION OF CORPORATE EXISTENCE -
MAINTAIN ITS CORPORATE EXISTENCE, PRESERVE ITS RIGHTS, POWERS, MATERIAL
LICENCES, MATERIAL PRIVILEGES, FRANCHISES AND GOODWILL, AND EXERCISE ANY RIGHTS
OF RENEWAL OR EXTENSIONS OF ANY LEASES, LICENCES, CONCESSIONS, FRANCHISES OR ANY
OTHER RIGHTS WHATSOEVER WHICH ARE NECESSARY OR MATERIAL TO THE CONDUCT OF ITS
BUSINESS AND CARRY ON AND CONDUCT ITS BUSINESS IN A PROPER AND EFFICIENT MANNER
SO AS TO PROTECT ITS PROPERTY AND THE EARNINGS, INCOME, RENTS AND PROFITS OF ITS
BUSINESS; AND NOT MATERIALLY CHANGE THE NATURE OF ITS BUSINESS;
(E)
MAINTAIN RECORDS - KEEP AND MAINTAIN FULL
AND ACCURATE ACCOUNTS AND RECORDS OF ITS OPERATIONS IN ACCORDANCE WITH GAAP;
(F)
INSPECTION - PERMIT THE BANK AND ITS
EMPLOYEES AND AGENTS TO ENTER UPON AND INSPECT ITS PROPERTY, ASSETS, BOOKS AND
RECORDS FROM TIME TO TIME UPON REASONABLE NOTICE AND DURING REGULAR BUSINESS
HOURS AND CONDUCT ENVIRONMENTAL INVESTIGATIONS OF ITS PROPERTIES AND ASSETS; AND
IT SHALL EXECUTE AND DELIVER ALL CONSENTS AND FURTHER ASSURANCES AS MAY BE
NECESSARY OR DESIRABLE IN ORDER FOR THE BANK AND ITS AGENTS TO OBTAIN
INFORMATION FROM GOVERNMENTAL AUTHORITIES AND OTHER PERSONS WITH RESPECT TO SUCH
MATTERS;
14
(G)
PAYMENT OF TAXES, ETC. - PAY AND DISCHARGE
PROMPTLY WHEN DUE (I) ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES
LAWFULLY IMPOSED UPON IT OR UPON ITS PROPERTY, EXCEPT TO THE EXTENT THAT IT IS
DILIGENTLY CONTESTING ANY SUCH TAXES, ASSESSMENTS, CHARGES OR LEVIES IN GOOD
FAITH AND HAS ESTABLISHED RESERVES SATISFACTORY TO THE BANK OR HAS OBTAINED THE
CONSENT FROM THE TAXING AUTHORITIES TO FILE SUCH STATEMENTS AT A LATER DATE AND
THEN WILL COMPLY WITH THE TERMS OF SUCH EXTENSION CONSENT; AND (II) ALL CLAIMS
WHICH, IF UNPAID, MIGHT BECOME A LIEN AFFECTING ITS PROPERTY, EXCEPT FOR
PERMITTED LIENS;
(H)
INSURANCE - OBTAIN FROM FINANCIALLY
RESPONSIBLE INSURANCE COMPANIES AND MAINTAIN INSURANCE POLICIES AS WOULD BE
CONSIDERED PRUDENT FOR SIMILAR BUSINESSES, ALL OF WHICH POLICIES OF INSURANCE
SHALL BE IN SUCH AMOUNTS AS MAY BE REASONABLY REQUIRED BY THE BANK AND SHALL
INCLUDE A STANDARD MORTGAGE CLAUSE APPROVED BY THE INSURANCE BUREAU OF CANADA;
AND CAUSE THE INTEREST OF THE BANK TO BE NOTED