OF THE BORROWER. Borrower promises and agrees that;
OF THE BORROWER. In order to induce the Administrative Agent, the Collateral Agent and the Initial Lenders to enter into this Agreement and to induce the Initial Lenders to make the Term Loans on each Closing Date, the Borrower hereby makes the following representations and warranties, on each such Closing Date; provided, however, that, except as otherwise specified, (a) on and as of the Initial Closing Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer to each of the Borrower’s Subsidiaries (other than with respect to (i) the Steel Winds Companies and the Steel Winds Project and (ii) the Stetson Intermediate Holding Company and the Stetson II Project), (b) on and as of the Subsequent Closing Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer only to (i) each of the Borrower’s Subsidiaries (other than with respect to the Stetson Intermediate Holding Company and the Stetson II Project), (ii) each of the Project Companies and Projects in clause (a) and (iii) the Steel Winds Companies and the Steel Winds Project, respectively and (c) on and as of the Stetson II Effective Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer to each of the Borrower’s Subsidiaries, to each of the Project Companies and to each of the Projects as applicable; provided, further, that the notwithstanding the foregoing, the reference in Section 5.15 to the Borrower’s Subsidiaries shall be deemed to refer to each of the Subsidiaries of the Borrower as of each Closing Date.
OF THE BORROWER. 5.1 The borrower promises:
(a) to pay all taxes when they fall due and to send to the lender at the place of payment, or at any other place the lender requires, all notices of taxes which the borrower receives, and receipts evidencing payment in full of such taxes within thirty (30) days of their due date. Any claim the borrower makes against the taxing authority will not diminish or delay the borrower’s obligation to pay the taxes as required and will not delay the exercise of any remedy nor be a defence to any claim by the lender against the borrower under this mortgage. Failure to provide the required receipts will entitle the lender to obtain evidence of payment from the municipality and any costs so incurred will be added to the mortgage money, be due on demand and bear interest until fully paid,
(b) if the lender requires the borrower to do so, to pay the lender:
(i) on each payment due date the amount of money estimated from time to time by the lender to be sufficient to permit the lender to pay the taxes as they fall due, and
(ii) any money in addition to the money already paid to the lender to be paid towards taxes so that the lender will be able to pay the taxes in full; in addition, the borrower will forward to the lender, immediately upon receipt, the assessment notices, tax bills and other notices affecting the land. Any penalties which are levied against the land because of late payment of taxes are the borrower’s responsibility, unless the reason for the penalties is due to the gross negligence of the lender,
(c) to pay on demand, the amount of money required to make up the deficiency if the taxes actually charged or payable in any calendar year exceed the estimate of the lender for that calendar year,
(d) if the lender requires the borrower to do so, to pay the lender an amount specified by the lender in respect of any reserves reasonably estimated by the lender to account for future tax liabilities as required by the lender at the time the mortgage was registered, or from time to time thereafter,
(e) to pay all utility and fuel charges related to the land when they are due, to not allow the supply of utilities or fuel to be interrupted or discontinued and, if the supply of utilities or fuel is interrupted for any reason, to ensure that is it immediately restored,
(f) to forward to the lender at the lender mailing address copies of all documentation relating to any expropriation or proposed expropriation of the land or any part(s) of the la...
OF THE BORROWER. The Borrower undertakes that during the Facility Period it shall:
(a) Accounts: as soon as the same become available (and in any event within 120 days after the end of each of its Financial Years), deliver to the Agent in sufficient copies for all the Banks the Accounts for the relevant Financial Year together with a copy of the management letter (if any) addressed by the Auditors to the directors of the Borrower; and
(b) Interim accounts: as soon as the same become available (and in any event within 60 days after the end of the first half-year of each of its Financial Years), deliver to the Agent in sufficient copies for all the Banks its unaudited interim accounts for that half-year.
OF THE BORROWER. (1) The borrower promises
(a) to pay all taxes when they are due and to send to the lender at the place of payment, or at any other place the lender requires, all notices of taxes which the borrower receives,
(b) if the lender requires the borrower to do so, to pay to the lender
(i) on each payment date the amount of money estimated by the lender to be sufficient to permit the lender to pay the taxes when they are due, and
(ii) any money in addition to the money already paid towards taxes so that the lender will be able to pay the taxes in full,
(c) to apply for all government grants, assistance and rebates in respect of taxes.
(d) to comply with all terms and conditions of any charge or encumbrance that ranks ahead of this mortgage,
(e) to keep all buildings and improvements which form part of the land in good condition and to repair them as the lender reasonably requires,
(f) to sign any other document that the lender reasonably requires to ensure that payment of the mortgage money is secured by this mortgage or by any other document the borrower has agreed to give as security,
(g) not to do anything that has the effect of reducing the value of the land,
(h) not to tear down any building or part of a building which forms part of the land,
(i) not to make any alteration or improvement to any building which forms part of the land without the written consent of the lender,
(j) if the borrower has rented the land to a tenant, to keep, if required by the lender, records of all rents received and of all expenses paid by the borrower in connection with the land and, at least annually, have a statement of revenue and expenses for the land prepared by a professional accountant if the lender requires and to give a copy of the statement to the lender if the lender requires the borrower to do so,
(k) to insure and keep insured against the risk of fire and other risks and losses that the lender asks the borrower to insure against, with an insurance company licensed to do business in British Columbia, all buildings and improvements on the land to their full insurable value on a replacement costs basis and to pay all insurance premiums when due,
(l) to send a copy of each insurance policy and renewal certificate to the lender at the place of payment,
(m) to pay all of the lender's costs, including legal fees on a solicitor and client basis, to
(i) prepare and register this mortgage, including all necessary steps to advance and secure the mortgage money and to report to...
OF THE BORROWER. The Borrower has requested that, substantially simultaneously with the consummation of the Rams Acquisition, the Lenders extend credit to the Borrower in the form of Term Loans and Revolving Loans on the Closing Date. The proceeds of the Term Loans and the Revolving Loans borrowed on the Closing Date will be used on the Closing Date (i) to repay in full (x) all indebtedness outstanding under the Existing Credit Agreement and (y) substantially all outstanding indebtedness of Rams and its subsidiaries (the “Refinancing”), (ii) to fund the consideration payable in the Rams Acquisition and (iii) to pay fees and expenses incurred in connection with the Transactions. The Lenders have indicated their willingness to lend and the LC Issuers have indicated their willingness to issue Facility LCs, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
OF THE BORROWER. 5.1 The borrower promises:
(a) to pay all taxes when they fall due and to send to the lender at the place of payment, or at any other place the lender requires, all notices of taxes which the borrower receives, and receipts evidencing payment in full of such taxes within thirty
OF THE BORROWER. Further to secure the payment and performance of the Liabilities, the Borrower hereby covenants, warrants and agrees with the Lender as follows:
OF THE BORROWER. To induce DOE to enter into this Agreement and to arrange for FFB to purchase the Notes and offer extensions of credit thereunder, the Borrower hereby represents and warrants to and in favor of DOE and FFB as of (w) the date hereof, (x) the Principal Instrument Delivery Date, (y) the Financial Closing Date and (z) each Advance Date that:
OF THE BORROWER. The Borrower shall deposit in the Cash Collateral Account, as and when received, all cash and cash equivalents not required to be deposited in the Earn-Out Account or the Initial Interest Account (except the amounts referred to in clauses (i), (ii) and (iii) in the parenthetical in the immediately preceding sentence and, in the case of any such cash proceeds arising from (a) the incurrence, issuance or sale by the Borrower or the Company of any Indebtedness (other than Excluded Indebtedness) or (b) any loss, damage, destruction or condemnation of, or of any sale, transfer or other disposition to any Person of, any asset or assets of the Borrower or the Company (other than those pursuant to Section 6.05(a), (b), (c), (e), (f), (g), or (h)), any amount permitted to be netted therefrom pursuant to the definition of “Net Proceeds”)).
