Common use of Defaults and Waivers Clause in Contracts

Defaults and Waivers. (a) Under Section 14(a) of the U.S. Loan Agreement, the U.S. Borrower agreed not to permit the Tangible Net Worth as of May 31, 2006, to be less than $15,464,000. The U.S. Borrower has advised the U.S. Lender that that as of May 31, 2006, the Tangible Net Worth was less than $15,464,000. (b) Under Section 15(o) of the U.S. Loan Agreement, an Event of Default shall occur if ▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrower. The U.S. Borrower has advised the U.S. Lender that ▇▇▇ ▇. ▇▇▇▇▇▇ is no longer the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrower. (c) Upon the date on which this Amendment becomes effective, the U.S. Lender hereby waives the U.S. Borrower’s Defaults and Events of Default described in the preceding Sections 3(a) and 3(b) (the “Existing Defaults”). The waiver of the Existing Defaults set forth above is limited to the express terms thereof, and nothing herein shall be deemed a waiver by the U.S. Lender of any other term, condition, representation or covenant applicable to the U.S. Borrower under the U.S. Loan Agreement (including but not limited to any future occurrence similar to the Existing Defaults) or any of the other agreements, documents or instruments executed and delivered in connection therewith, or of the covenants described therein. The waivers set forth herein shall not constitute a waiver by the U.S. Lender of any other Default or Event of Default, if any, under the U.S. Loan Agreement, and shall not be, and shall not be deemed to be, a course of action with respect thereto upon which the U.S. Borrower may rely in the future, and the U.S. Borrower hereby expressly waives any claim to such effect.

Defaults and Waivers. (a) Under Section 14(asubsection 11(o)(i) of the U.S. Loan Credit Agreement, the U.S. Borrower agreed not to permit the Tangible Net Worth as of May 31September 30, 2006, to be less than U.S. $15,464,00012,300,000. The U.S. Borrower has advised the U.S. Lender that that as of May 31September 30, 2006, the Tangible Net Worth was less than U.S. $15,464,000. (b) 12,300,000. Under Section 15(osubsection 11(o)(iv) of the Credit Agreement, the Borrower agreed not to permit Cash Flow (as such term is defined in the U.S. Loan and Security Agreement) as of September 30, an Event of Default shall occur if ▇▇▇ ▇. ▇▇▇▇▇▇ shall cease 2006, to be the Chairman of the Board, President and Chief Executive Officer of the less than U.S. Borrower-$1,400,000. The U.S. Borrower has advised the U.S. Lender that ▇▇▇ ▇that as of September 30, 2006, Cash Flow was less than U.S. -$1,400,000. ▇▇▇▇▇▇ is no longer the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrower. (c) Upon the date on which this Amendment Agreement becomes effective, the U.S. Lender hereby waives the U.S. Borrower’s 's Defaults and Events of Default described in the preceding Sections 3(a6(a) and 3(b6(b) (the “"Existing Defaults”"). The waiver of the Existing Defaults set forth above is limited to the express terms thereof, and nothing herein shall be deemed a waiver by the U.S. Lender of any other term, condition, representation or covenant applicable to the U.S. Borrower under the U.S. Loan Credit Agreement (including but not limited to any future occurrence similar to the Existing Defaults) or any of the other agreements, documents or instruments executed and delivered in connection therewith, or of the covenants described therein. The waivers waiver set forth herein shall not constitute a waiver by the U.S. Lender of any other Default or Event of Default, if any, under the U.S. Loan Credit Agreement, and shall not be, and shall not be deemed to be, a course of action with respect thereto upon which the U.S. Borrower may rely in the future, and the U.S. Borrower hereby expressly waives any claim to such effect.

Defaults and Waivers. (a) Under Section 14(a) of the U.S. Loan Agreement, the U.S. Borrower agreed not to permit the Tangible Net Worth as of May 31September 30, 2006, to be less than $15,464,00012,300,000. The U.S. Borrower has advised the U.S. Lender that that as of May 31September 30, 2006, the Tangible Net Worth was less than $15,464,000. (b) 12,300,000. Under Section 15(o14(e) of the U.S. Loan Agreement, an Event the U.S. Borrower agreed not to permit Cash Flow as of Default shall occur if ▇▇▇ ▇. ▇▇▇▇▇▇ shall cease the last day of the fiscal quarter ending on or about September 30, 2006, for the period from July 1, 2006 to September 30, 2006, to be the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrowerless than negative $1,400,000. The U.S. Borrower has advised the U.S. Lender that ▇▇▇ ▇that as of September 30, 2006, Cash Flow, for the period from July 1, 2006 to September 30, 2006, was less than negative $1,400,000. ▇▇▇▇▇▇ is no longer the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrower. (c) Upon the date on which this Amendment becomes effective, the U.S. Lender hereby waives the U.S. Borrower’s 's Defaults and Events of Default described in the preceding Sections 3(a) and 3(b) (the “"Existing Defaults”"). The waiver of the Existing Defaults set forth above is limited to the express terms thereof, and nothing herein shall be deemed a waiver by the U.S. Lender of any other term, condition, representation or covenant applicable to the U.S. Borrower under the U.S. Loan Agreement (including but not limited to any future occurrence similar to the Existing Defaults) or any of the other agreements, documents or instruments executed and delivered in connection therewith, or of the covenants described therein. The waivers set forth herein shall not constitute a waiver by the U.S. Lender of any other Default or Event of Default, if any, under the U.S. Loan Agreement, and shall not be, and shall not be deemed to be, a course of action with respect thereto upon which the U.S. Borrower may rely in the future, and the U.S. Borrower hereby expressly waives any claim to such effect.

Defaults and Waivers. (a) Under Section 14(a) of the U.S. Loan Agreement and under Section 11(o)(i) of the Canadian Loan Agreement, the U.S. Borrower and the Canadian Borrower, respectively, agreed to not to permit the its Tangible Net Worth as of May 31September 30, 20062004, to be less than $15,464,00016,500,000. The U.S. Borrower has Borrowers have advised the U.S. Lender that Lenders that as of May 31September 30, 20062004, the Borrowers’ respective Tangible Net Worth was less than $15,464,00016,500,000. (b) Under Section 15(o) of the U.S. Loan Agreement, an Event of Default shall occur if ▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrower. The U.S. Borrower has advised the U.S. Lender that ▇▇▇ ▇. ▇▇▇▇▇▇ is no longer the Chairman of the Board, President and Chief Executive Officer of the U.S. Borrower. (c) Upon the date on which this Amendment becomes effectiveeffective and contingent upon the Tangible Net Worth of either Borrower not being less than $15,900,000 for the Fiscal Year of the Borrowers ending September 30, 2004, as reflected in the Borrowers’ audited year-end financial statements for such Fiscal Year, the U.S. Lender hereby waives the U.S. Borrower’s Defaults and Events of Default and the Canadian Lender hereby waives the Canadian Borrower’s Defaults and Events of Default described in the preceding Sections 3(a) and 3(bSection 4(a) (the “Existing Defaults”). The waiver of the Existing Defaults set forth above is limited to the express terms thereof, and nothing herein shall be deemed a waiver by the U.S. Lender Lenders of any other term, condition, representation or covenant applicable to the U.S. Borrower Borrowers under the U.S. Loan Agreement Agreements (including but not limited to any future occurrence similar to the Existing Defaults) or any of the other agreements, documents or instruments executed and delivered in connection therewith, or of the covenants described therein. The waivers set forth herein shall not constitute a waiver by the U.S. Lender Lenders of any other Default or Event of Default, if any, under the U.S. Loan AgreementAgreements, and shall not be, and shall not be deemed to be, a course of action with respect thereto upon which the U.S. Borrower Borrowers may rely in the future, and the U.S. Borrower Borrowers hereby expressly waives any claim to such effect.