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BUSINESS BANKING LOAN AGREEMENT
Each of the undersigned Customer and owners/partners requests that Royal Bank of
Canada ("RBC") provides the Customer with the following loans (each a "Loan")
and banking services, and each of the undersigned Customer and owners/partners
agrees to be jointly and severally liable for each such Loan.
Service Name
Demand Operating Loan
Maximum Amount: $100,000.00
Revolvement Account: #107 - 149 - 7 Transit #: 00010
Minimum Retained Balance: $0.00
Minimum Revolvement Amount: $5,000/00
Interest Rate: Royal Bank Prime Rate plus 2.0000% per annum payable in the
20th day of each month.
Set-up Fee: $300.00 Monthly Fee: $50.00 MONTHLY REVOLVING FEE
Renewal Fee:
THE CUSTOMER AND THE OWNERS / PARTNERS SIGNING BELOW (WE) ACKNOWLEDGE THAT WE
HAVE RECEIVED FOR EACH LOAN SPECIFIED ABOVE, A COPY OF THE APPLICABLE STANDARD
TERMS WHICH ARE INCORPORATED BY REFERENCE TO THIS AGREEMENT.
We agree to be bound by those Standard Terms. We further agree that if, for any
particular loan, RBC sends us a revised set of Standard Terms, and if we do not
repay that Loan before the effective date of the revised Standard Terms, it will
attest that we have received a copy of and agreed to the revised Standard Terms.
Date: June 9, 1999
BLUE ZONE PRODUCTIONS LTD.
Name of Customer
/s/ Xxxxx Xxxxxx /s/ Xxxxx X.X. Xxxxxx
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Authorized Signing Officer Signature of Owner / Partner
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxx Xxxxxxxx
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Authorized Signing Officer Signature of Owner / Partner
/s/ F. Xxxxxxx X. Xxxxxx
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Signature of Owner / Partner
Accepted:
ROYAL BANK OF CANADA
/s/ RBC Authorized Signing Officer
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A copy of the Standard Terms (having the same revision date as this Agreement)
for each Loan specified above has been given to the above named Customer and to
each of the owners / partners signing above, this July 9, 1999.
/s/ T. D G. (on behalf of RBC)
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Standard Demand Operating Loan Terms
The following set of standard demand operating loan terms (the "Standard Terms")
are deemed to be included in the Royal Bank of Canada Business Banking Loan
Agreement (the "Agreement") which refers to terms with this version date and in
which Royal Bank of Canada ("RBC") provides a demand operating loan (the "Demand
Operating Loan" to a customer (the "Customer").
1. INTEREST AND FEES
Interest. The interest RBC charges on a Demand Operating Loan is the
interest indicated in the Agreement with respect to that Demand
Operating Loan and is calculated monthly both before and after
maturity, default and judgement, on the daily balance outstanding, with
interest in overdue interest at the same rate as on the principal
amount of the Demand Operating Loan, and shall be payable monthly on
the date specified in the Agreement.
Fees. The Customer will pay to RBD the Fees in the amounts and at the
times specified in the Agreement. Fees are payable both before and
after any default, demand or judgement.
Interest and Fees. In no event will interest and fees exceed the rate
permitted by law. Interest Act Disclosure. The annual rates of interest
to which the rates calculated in accordance with these Standard Terms
are equivalent, are the rates so calculated multiplied by the actual
number of days in the calendar year and divided by 365. Royal Bank
Prime. The Royal Bank Prime means the annual rate of interest RBC
announces from time to time as a reference rate then in effect for
determining interest rates on Canadian dollar commercial loans in
Canada.
2. Purpose
The Demand Operating Loan is available to the Customer for the sole
purpose of operating the business of the Customer.
3. Revolvement by RBC and Payment
The outstanding amount of a Demand Operating Loan may be revolved by
RBC up to the Maximum Amount specified, until demand for repayment by
RBC. RBC is authorized (but not obligated):
a) Whenever there is a credit balance in the Customer's
Revolvement Account that exceeds the sum of the Minimum
Retained Balance plus the Minimum Revolvement Amount, to apply
all or any part of such credit balance as a repayment on
account of the Demand Operating Loan, and
b) Whenever the balance in the Customer's Revolvement Account is
less than the Minimum Retained Balance, to debit the
Customer's business current account of an amount which is
equal to the Minimum Revolvement Amount and deposit such
amount to the Customer's Revolvement Account.
The Customer agrees to pay the Demand Operating Loan in demand.
4. Evidence of Indebtedness
RBC will maintain accounts and records evidencing all advances made by
RBC in respect of each Demand Operating Loan, together with all accrued
interest, and all payments of principal, interest and fees made by the
Customer. Such accounts and records will constitute, in the absence of
manifest error, evidence of the amounts of all such advances, interest
and payments and of the indebtedness owing by the Customer to RBC at
any time. RBC may use a microfilm, electronic or other reproduction of
any transaction or other document evidencing the Demand Operating Loan
to establish the Customer's liability for that Demand Operating Loan.
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If it is necessary for RBC to prove the Interest Rate in effect at any
time, the Customer agrees that RBC's written certificate, setting out
the interest rate at that time, is sufficient proof for that purpose.
5. Debiting of Accounts
RBC is authorized, but not obligated, to debit any of the Customer's
accounts with any amounts due and payable by the Customer, under the
Agreement.
6. Compliance with Law
The Customer represents and warrants that the Customer is in compliance
and agrees that in the future the Customer will comply with all laws,
regulations, official directives and authorizations applying to the
Customer or any of the Customer's property or business, including any
relating to the environment of public heath and safety ("Environment
Laws"). The Customer will notify RBC immediately of any breach of
Environment Laws. The Customer will also promptly advise RBC of all
communications and reports in connection with any matters materially
affecting the Customer, and the Customer's property or business and
relating to Environment Laws.
7. Expenses
The Customer shall pay all fees expenses and legal costs (on the basis
of a solicitor and its own client, or where applicable including
extra-judicial costs) incurred by RBC in connection with the Agreement
and any security provided to RBC and the enforcement of RBC's rights
against the Customer or under any security. These costs and expenses
may include (but are not limited to) costs of amendments, appraisals,
inspections, environmental reviews, registrations, searches, discharges
and actions taken in connection with the preservation of RBC's rights
under the Agreement or under RBC's security.
8. Change
a) Interest Rate: The interest rate under the Agreement will
change automatically, without notice, whenever the Royal Bank
Prime changes.
b) Other terms: RBC may change any other terms of the Agreement
periodically. Unless the law requires RBC to do otherwise, RBC
does not have to advise the Customer about these changes
before they take place. If the Demand Operating Loan remains
unpaid after the effective date of a change, it will attest
that the Customer has agreed to the change.
9. Whole Agreement
The Agreement and any documents or instruments referred to in, or
delivered pursuant to, the Agreement constitute the whole and entire
agreement between the Customer and the RBC with respect to the Demand
Operating Loan.
10. Governing Law and Submission to Jurisdiction
The Agreement shall be construed in accordance with and governed by the
Laws of the Province where the Customer resides and the laws applicable
therein. The Customer irrevocably submits to the non-exclusive
jurisdiction of the courts of such Province and acknowledges the
competence of such courts and irrevocably agrees to be bound by a
judgment of any such court.
11. Set Off
RBC is authorized (but not obligated) at any time and without notice,
to apply the credit balance (whether or not then due) to which the
Customer is beneficially entitled on any account (in any currency) at
any branch or agency of RBC in or towards satisfaction of the
obligations and
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liabilities of the Customer due to RBC under the Agreement. For that
purpose, RBC is irrevocably authorized to use all or any part of any
such credit balance to buy other such currencies as may be necessary to
effect such application.
12. Notices
Any notice or demand under the Agreement shall be given in writing by
way of a letter addressed to the Customer. If the letter is sent by
telecopier, is shall be deemed to be received on the date of
transmission provided such transmission is received by 5pm on a day on
which the Customer's business is open for normal business, and
otherwise on the next such day. If the letter is sent by ordinary mail
is shall be deemed received on the date falling five (5) days following
the date of the letter, unless the letter is hand-delivered to the
Customer in which case the letter shall be deemed to be received on the
date of the delivery. The Customer must advise RBC at once about any
changes in the Customer's address.
13. Language
The Customer and RBC have expressly requested that the Agreement and
all related documents, including notices, be drawn up in the English
language. Les parties ont expressement demande que la presents
convention et tous les documents y afferents y compris xxx xxxx, solent
rediges en langue anglaise (Quebec only / Quebec seulement)
