GENERAL SECURITY AGREEMENT
1. SECURITY INTEREST
(a) For value received, the undersigned ("Debtor"), hereby grants to ROYAL
BANK OF CANADA ("RBC"), a security interest (the "Security Interest") in the
undertaking of Debtor and in all of Debtor's present and after acquired personal
property including, without limitation, in all Goods (including all parts,
accessories, attachments, special tools, additions and accessions thereto),
Chattel Paper, Documents of Title (whether negotiable or not), Instruments,
Intangibles, Money and Securities now owned or hereafter owned or acquired by or
on behalf of Debtor (including such as may be returned to or repossessed by
Debtor) and in all proceeds and renewals thereof, accretions thereto and
substitutions therefore (hereinafter collectively called "Collateral"), and
including, without limitation, all of the following now owned or hereafter owned
or acquired by or on behalf of Debtor:
(i) all inventory of whatever kind and wherever situate;
(ii) all equipment (other than Inventory) of whatever kind and
wherever situate, including, without limitation, all
machinery, tools, apparatus, plant, furniture, fixtures and
vehicles of whatsoever nature or kind;
(iii) all Accounts and book debts and generally all debts, dues,
claims, choses in action and demands of every nature and kind
howsoever arising or secured including letters of credit and
advices of credit, which are now due, owing or accruing or
growing due to or owned by or which may hereafter become due,
owing or accruing or growing due to or owned by Debtor
("Debts");
(iv) all lists, records and files relating to Debtor's customers,
clients and patients;
(v) all deeds, documents, writings, papers, books of account and
other books relating to or being records of Debts, Chattel
Paper or Documents of Title or by which such are or may
hereafter be secured, evidenced, acknowledged or made payable;
(vi) all contractual rights and insurance claims;
(vii) all patents, industrial designs, trade-marks, trade secrets
and know-how including without limitation environmental
technology and biotechnology, confidential information,
trade-names, goodwill, copyrights, personality rights, plant
breeders' rights, integrated circuit topographies, software
and all other forms of intellectual and industrial property,
and any registrations and applications for registration of any
of the foregoing (collectively "Intellectual Property"); and
(viii) all property described in Schedule "C" or any schedule now or
hereafter annexed hereto.
(b) The Security Interest granted hereby shall not extend or apply to and
Collateral shall not include the last day of the term of any lease or agreement
therefor but upon the enforcement of the Security Interest, Debtor shall stand
possessed of such last day in trust to assign the same to any person acquiring
such term.
(c) The terms "Goods", "Chattel Paper", "Document of Title", "Instrument",
"Intangible", "Security", "proceed", "Inventory", "accession", "Money",
"Account", "financing statement" and "financing change statement" whenever used
herein shall be interpreted pursuant to their respective meanings when used in
The Personal Property Security Act of the province referred to in Clause 14(r),
as amended from time to time, which Act, including amendments thereto and any
Act substituted therefor and amendments thereto is herein referred to as the
"P.P.S.A.". Provided always that the term "Goods" when used herein shall not
include "consumer goods" of Debtor as that term is defined in the P.P.S.A., and
the term "Inventory" when used herein shall include livestock and the young
thereof after conception and crops that become such within one year of execution
of this Security Agreement. Any reference herein to "Collateral" shall, unless
the context otherwise requires, be deemed a reference to "Collateral or any part
thereof".
2. INDEBTEDNESS SECURED
The Security Interest granted hereby secures payment and performance of
any and all obligations, indebtedness and liability of Debtor to RBC (including
interest thereon) present or future, direct or indirect, absolute or contingent,
matured or not, extended or renewed, wheresoever and howsoever incurred and any
ultimate unpaid balance thereof and whether the same is from time to time
reduced and thereafter increased or entirely extinguished and thereafter
incurred again and whether Debtor be bound alone or with another or others and
whether as principal, or surety (hereinafter collectively called the
"Indebtedness"). If the Security Interest in the Collateral is not sufficient,
in the event of default, to satisfy all Indebtedness of the Debtor, the Debtor
acknowledges and agrees that Debtor shall continue to be liable for any
Indebtedness remaining outstanding and RBC shall be entitled to pursue full
payment thereof.
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3. REPRESENTATIONS AND WARRANTIES OF DEBTOR
Debtor represents and warrants and so long as this Security Agreement
remains in effect shall be deemed to continuously represent and warrant that:
(a) the Collateral is genuine and owned by Debtor free of all security
interests, mortgages, liens, claims, charges, licenses, leases, infringements by
third parties, encumbrances or other adverse claims or interests (hereinafter
collectively called "Encumbrances"), save for the Security Interest and those
Encumbrances shown on Schedule "A" or hereafter approved in writing by RBC,
prior to their creation or assumption;
(b) all Intellectual Property applications and registrations are valid and
in good standing and Debtor is the owner of the applications and registrations;
(c) each Debt, Chattel Paper and Instrument constituting Collateral is
enforceable in accordance with its terms against the party obligated to pay the
same (the "Account Debtor"), and the amount represented by Debtor to RBC from
time to time as owing by each Account Debtor or by all Account Debtors will be
the correct amount actually and unconditionally owing by such Account Debtor or
Account Debtors, except for normal cash discounts where applicable, and no
Account Debtor will have any defence, set off, claim or counterclaim against
Debtor which can be asserted against RBC, whether in any proceeding to enforce
Collateral or otherwise;
(d) the locations specified in Schedule "B" as to business operations and
records are accurate and complete and with respect to Goods (including
Inventory) constituting Collateral, the locations specified in Schedule "B" are
accurate and complete save for Goods in transit to such locations and Inventory
on lease or consignment; and all fixtures or Goods about to become fixtures and
all crops and all oil, gas or other minerals to be extracted and all timber to
be cut which forms part of the Collateral will be situate at one of such
locations; and
(e) the execution, delivery and performance of the obligations under this
Security Agreement and the creation of any security interest in or assignment
hereunder of Debtor's rights in the Collateral to RBC will not result in a
breach of any agreement to which Debtor is a party.
4. COVENANTS OF THE DEBTOR
So long as this Security Agreement remains in effect Debtor covenants and
agrees:
(a) to defend the Collateral against the claims and demands of all other
parties claiming the same or an interest therein; to diligently initiate and
prosecute legal action against all infringers of Debtor's rights in Intellectual
Property; to take all reasonable action to keep the Collateral free from all
Encumbrances, except for the Security Interest, licenses which are compulsory
under federal or provincial legislation and those shown on Schedule "A" or
hereafter approved in writing by RBC, prior to their creation or assumption, and
not to sell, exchange, transfer, assign, lease, license or otherwise dispose of
Collateral or any interest therein without the prior written consent of RBC;
provided always that, until default, Debtor may, in the ordinary course of
Debtor's business, sell or lease Inventory and, subject to Clause 7 hereof, use
Money available to Debtor;
(b) to notify RBC promptly of:
(i) any change in the information contained herein or in the
Schedules hereto relating to Debtor , Debtor's business or
Collateral,
(ii) the details of any significant acquisition of Collateral,
(iii) the details of any claims or litigation affecting Debtor or
Collateral,
(iv) any loss or damage to Collateral,
(v) any default by any Account Debtor in payment or other
performance of its obligations with respect to Collateral, and
(vi) the return to or repossession by Debtor of Collateral;
(c) to keep Collateral in good order, condition and repair and not to use
Collateral in violation of the provisions of this Security Agreement or any
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other agreement relating to Collateral or any policy insuring Collateral or any
applicable statute, law, by-law, rule, regulation or ordinance; to keep all
agreements, registrations and applications relating to Intellectual Property and
intellectual property used by Debtor in its business in good standing and to
renew all agreements and registrations as may be necessary or desirable to
protect Intellectual Property, unless otherwise agreed in writing by RBC; to
apply to register all existing and future copyrights, trade-marks, patents,
integrated circuit topographies and industrial designs whenever it is
commercially reasonable to do so;
(d) to do, execute, acknowledge and deliver such financing statements,
financing change statements and further assignments, transfers, documents, acts,
matters and things (including further schedules hereto) as may be reasonably
requested by RBC of or with respect to Collateral in order to give effect to
these presents and to pay all costs for searches and filings in connection
therewith;
(e) to pay all taxes, rates, levies, assessments and other charges of
every nature which may be lawfully levied, assessed or imposed against or in
respect of Debtor or Collateral as and when the same become due and payable;
(f) to insure Collateral in such amounts and against such risks as would
customarily be insured by a prudent owner of similar Collateral and in such
additional amounts and against such additional risks as RBC may from time to
time direct, with loss payable to RBC and Debtor, as insureds, as their
respective interests may appear, and to pay all premiums therefor and deliver
copies of policies and evidence of renewal to RBC on request;
(g) to prevent Collateral, save Inventory sold or leased as permitted
hereby, from being or becoming an accession to other property not covered by
this Security Agreement;
(h) to carry on and conduct the business of Debtor in a proper and
efficient manner and so as to protect and preserve Collateral and to keep, in
accordance with generally accepted accounting principles, consistently applied,
proper books of account for Debtor's business as well as accurate and complete
records concerning Collateral, and xxxx any and all such records and Collateral
at RBC's request so as to indicate the Security Interest;
(i) to deliver to RBC from time to time promptly upon request:
(i) any Documents of Title, Instruments, Securities and Chattel
Paper constituting, representing or relating to Collateral,
(ii) all books of account and all records, ledgers, reports,
correspondence, schedules, documents, statements, lists and
other writings relating to Collateral for the purpose of
inspecting, auditing or copying the same,
(iii) all financial statements prepared by or for Debtor regarding
Debtor's business,
(iv) all policies and certificates of insurance relating to
Collateral, and
(v) such information concerning Collateral, the Debtor and
Debtor's business and affairs as RBC may reasonably request.
5. USE AND VERIFICATION OF COLLATERAL
Subject to compliance with Debtor's covenants contained herein and Clause
7 hereof, Debtor may, until default, possess, operate, collect, use and enjoy
and deal with Collateral in the ordinary course of Debtor's business in any
manner not inconsistent with the provisions hereof; provided always that RBC
shall have the right at any time and from time to time to verify the existence
and state of the Collateral in any matter RBC may consider appropriate and
Debtor agrees to furnish all assistance and information and to perform all such
acts as RBC may reasonably request in connection therewith and for such purpose
to grant to RBC or its agents access to all places where Collateral may be
located and to all premises occupied by Debtor.
6. SECURITIES
If Collateral at any time includes Securities, Debtor authorizes RBC to
transfer the same or any part thereof into its own name or that of its
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nominee(s) so that RBC or its nominee(s) may appear of record as the sole owner
thereof; provided that, until default, RBC shall deliver promptly to Debtor all
notices or other communications received by it or its nominee(s) as such
registered owner and, upon demand and receipt of payment of any necessary
expenses thereof, shall issue to Debtor or its order a proxy to vote and take
all action with respect to such Securities. After default, Debtor waives all
rights to receive any notices or communications received by RBC or its
nominee(s) as such registered owner and agrees that no proxy issued by RBC to
Debtor or its order as aforesaid shall thereafter be effective.
7. COLLECTION OF DEBTS
Before or after default under this Security Agreement, RBC may notify all
or any Account Debtors of the Security Interest and may also direct such Account
Debtors to make all payments on Collateral to RBC. Debtor acknowledges that any
payments on or other proceeds of Collateral received by Debtor from Account
Debtors, whether before or after notification of this Security Interest to
Account Debtors and whether before or after default under this Security
Agreement, shall be received and held by Debtor in trust for RBC and shall be
turned over to RBC upon request.
8. INCOME FROM AND INTEREST ON COLLATERAL
(a) Until default, Debtor reserves the right to receive any Money
constituting income from or interest on Collateral and if RBC receives any such
Money prior to default, RBC shall either credit the same against the
Indebtedness or pay the same promptly to Debtor.
(b) After default, Debtor will not request or receive any Money
constituting income from or interest on Collateral and if RBC receives any any
Money constituting income from or interest on Collateral and if Debtor receives
any such Money without any request by it, Debtor will pay the same promptly to
RBC.
9. INCREASES, PROFITS, PAYMENTS OR DISTRIBUTIONS
(a) Whether or not default has occurred, Debtor authorizes RBC:
(i) to receive any increase in or profits on Collateral (other
than Money) and to hold the same as part of Collateral. Money
so received shall be treated as income for the purposes of
Clause 8 hereof and dealt with accordingly;
(ii) to receive any payment or distribution upon redemption or
retirement or upon dissolution and liquidation of the issuer
of Collateral; to surrender such Collateral in exchange
therefor and to hold any such payment or distribution as part
of Collateral.
(b) If Debtor receives any such increase or profits (other than Money) or
payments or distributions, Debtor will deliver the same promptly to RBC to be
held by RBC as herein provided.
10. DISPOSITION OF MONEY
Subject to any applicable requirements of the P.P.S.A., all Money
collected or received by RBC pursuant to or in exercise of any right it
possesses with respect to Collateral shall be applied on account of Indebtedness
in such manner as RBC deems best or, at the option of RBC, may be held
unappropriated in a collateral account or released to Debtor, all without
prejudice to the liability of Debtor or the rights of RBC hereunder, and any
surplus shall be accounted for as required by law.
11. EVENTS OF DEFAULT
The happening of any of the following events or conditions shall
constitute default hereunder which is herein referred to as "default":
(a) the nonpayment when due, whether by acceleration or otherwise, of any
principal or interest forming part of Indebtedness or the failure of Debtor to
observe or perform any obligation, covenant, term, provision or condition
contained in this Security Agreement or any other agreement between Debtor and
RBC;
(b) the death of or a declaration of incompetency by a court of competent
jurisdiction with respect to Debtor, if an individual;
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(c) the bankruptcy or insolvency of Debtor; the filing against Debtor of a
petition in bankruptcy; the making of an assignment for the benefit of creditors
by Debtor; the appointment of a receiver or trustee for Debtor or for any assets
of Debtor or the institution by or against Debtor of any other type of
insolvency proceeding under the Bankruptcy and Insolvency Act or otherwise;
(d) the institution by or against Debtor of any formal or informal
proceeding for the dissolution or liquidation of, settlement of claims against
or winding up of affairs of Debtor;
(e) if any Encumbrance affecting Collateral becomes enforceable against
Collateral;
(f) if Debtor ceases or threatens to cease to carry on business or makes
or agrees to make a bulk sale of assets without complying with applicable law or
commits or threatens to commit an act of bankruptcy;
(g) if any execution, sequestration, extent or other process of any court
becomes enforceable against Debtor or if distress or analogous process is levied
upon the assets of Debtor or any part thereof;
(h) if any certificate, statement, representation, warranty or audit
report heretofore or hereafter furnished by or on behalf of Debtor pursuant to
or in connection with this Security Agreement, or otherwise (including, without
limitation, the representations and warranties contained herein) or as an
inducement to RBC to extend any credit to or to enter into this or any other
agreement with Debtor, proves to have been false in any material respect at the
time as of which the facts therein set forth were stated or certified, or proves
to have omitted any substantial contingent or unliquidated liability or claim
against Debtor; or if upon the date of execution of this Security Agreement,
there shall have been any material adverse change in any of the facts disclosed
by any such certificate, representation, statement, warranty or audit report,
which change shall not have been disclosed to RBC at or prior to the time of
such execution.
12. ACCELERATION
RBC, in its sole discretion, may declare all or any part of Indebtedness
which is not by its terms payable on demand to be immediately due and payable,
without demand or notice of any kind, in the event of default, or if RBC
considers itself insecure or that the Collateral is in jeopardy. The provisions
of this clause are not intended in any way to affect any rights of RBC with
respect to any Indebtedness which may now or hereafter be payable on demand.
13. REMEDIES
(a) Upon default, RBC may appoint or reappoint by instrument in writing,
any person or persons, whether an officer or officers or an employee or
employees of RBC or not, to be a receiver or receivers (hereinafter called a
"Receiver", which term when used herein shall include a receiver and manager) of
Collateral (including any interest, income or profits therefrom) and may remove
any Receiver so appointed and appoint another in his/her stead. Any such
Receiver shall, so far as concerns responsibility for his/her acts, be deemed
the agent of Debtor and not RBC, and RBC shall not be in any way responsible for
any misconduct, negligence or non-feasance on the part of any such Receiver,
his/her servants, agents or employees. Subject to the provisions of the
instrument appointing him/her, any such Receiver shall have power to take
possession of Collateral, to preserve Collateral or its value, to carry on or
concur in carrying on all or any part of the business of Debtor and to sell,
lease, license or otherwise dispose of or concur in selling, leasing, licensing
or otherwise disposing of Collateral. To facilitate the foregoing powers, any
such Receiver may, to the exclusion of all others, including Debtor, enter upon,
use and occupy all premises owned or occupied by Debtor wherein Collateral may
be situate, maintain Collateral upon such premises, borrow money on a secured or
unsecured basis and use Collateral directly in carrying on Debtor's business or
as security for loans or advances to enable the Receiver to carry on Debtor's
business or otherwise, as such Receiver shall, in its discretion, determine.
Except as may be otherwise directed by RBC, all Money received from time to time
by such Receiver in carrying out his/her appointment shall be received in trust
for and paid over to RBC. Every such Receiver may, in the discretion of RBC, be
vested with all or any of the rights and powers of RBC.
(b) Upon default, RBC may, either directly or through its agents or
nominees, exercise any or all of the powers and rights given to a Receiver by
virtue of the foregoing sub-clause (a).
(c) RBC may take possession of, collect, demand, xxx on, enforce, recover
and receive Collateral and give valid and binding receipts and discharges
therefor and in respect thereof and, upon default, RBC may sell, license, lease
or otherwise dispose of Collateral in such manner, at such time or times and
place or places, for such consideration and upon such terms and conditions as to
RBC may seem reasonable.
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(d) In addition to those rights granted herein and in any other agreement
now or hereafter in effect between Debtor and RBC and in addition to any other
rights RBC may have at law or in equity, RBC shall have, both before and after
default, all rights and remedies of a secured party under the P.P.S.A. Provided
always, that RBC shall not be liable or accountable for any failure to exercise
its remedies, take possession of, collect, enforce, realize, sell, lease,
license or otherwise dispose of Collateral or to institute any proceedings for
such purposes. Furthermore, RBC shall have no obligation to take any steps to
preserve rights against prior parties to any Instrument or Chattel Paper whether
Collateral or proceeds and whether or not in RBC's possession and shall not be
liable or accountable for failure to do so.
(e) Debtor acknowledges that RBC or any Receiver appointed by it may take
possession of Collateral wherever it may be located and by any method permitted
by law and Debtor agrees upon request from RBC or any such Receiver to assemble
and deliver possession of Collateral at such place or places as directed.
(f) Debtor agrees to be liable for and to pay all costs, charges and
expenses reasonably incurred by RBC or any Receiver appointed by it, whether
directly or for services rendered (including reasonable solicitors and auditors
costs and other legal expenses and Receiver remuneration), in operating Debtor's
accounts, in preparing or enforcing this Security Agreement, taking and
maintaining custody of, preserving, repairing, processing, preparing for
disposition and disposing of Collateral and in enforcing or collecting
Indebtedness and all such costs, charges and expenses, together with any amounts
owing as a result of any borrowing by RBC or any Receiver appointed by it, as
permitted hereby, shall be a first charge on the proceeds of realization,
collection or disposition of Collateral and shall be secured hereby.
(g) RBC will give Debtor such notice, if any, of the date, time and place
of any public sale or of the date after which any private disposition of
Collateral is to be made as may be required by the P.P.S.A..
(h) Upon default and receiving written demand from RBC, Debtor shall take
such further action as may be necessary to evidence and effect an assignment or
licensing of Intellectual Property to whomever RBC directs, including to RBC.
Debtor appoints any officer or director or branch manager of RBC upon default to
be its attorney in accordance with applicable legislation with full power of
substitution and to do on Debtor's behalf anything that is required to assign,
license or transfer, and to record any assignment, license or transfer of the
Collateral. This power of attorney, which is coupled with an interest, is
irrevocable until the release or discharge of the Security Interest.
14. MISCELLANEOUS
(a) Debtor hereby authorizes RBC to file such financing statements,
financing change statements and other documents and do such acts, matters and
things (including completing and adding schedules hereto identifying Collateral
or any permitted Encumbrances affecting Collateral or identifying the locations
at which Debtor's business is carried on and Collateral and records relating
thereto are situate) as RBC may deem appropriate to perfect on an ongoing basis
and continue the Security Interest, to protect and preserve Collateral and to
realize upon the Security Interest and Debtor hereby irrevocably constitutes and
appoints the Manager or Acting Manager from time to time of the herein mentioned
branch of RBC the true and lawful attorney of Debtor, with full power of
substitution, to do any of the foregoing in the name of Debtor whenever and
wherever it may be deemed necessary or expedient.
(b) Without limiting any other right of RBC, whenever Indebtedness is
immediately due and payable or RBC has the right to declare Indebtedness to be
immediately due and payable (whether or not it has so declared), RBC may, in its
sole discretion, set off against Indebtedness any and all amounts then owed to
Debtor by RBC in any capacity, whether or not due, and RBC shall be deemed to
have exercised such right to set off immediately at the time of making its
decision to do so even though any charge therefor is made or entered on RBC's
records subsequent thereto.
(c) Upon Debtor's failure to perform any of its duties hereunder, RBC may,
but shall not be obligated to, perform any or all of such duties, and Debtor
shall pay to RBC, forthwith upon written demand therefor, an amount equal to the
expense incurred by RBC in so doing plus interest thereon from the date such
expense is incurred until it is paid at the rate of 15% per annum.
(d) RBC may grant extensions of time and other indulgences, take and give
up security, accept compositions, compound, compromise, settle, grant releases
and discharges and otherwise deal with Debtor, debtors of Debtor, sureties and
others and with Collateral and other security as RBC may see fit without
prejudice to the liability of Debtor or RBC's right to hold and realize the
Security Interest. Furthermore, RBC may demand, collect and xxx on Collateral in
either Debtor's or RBC's name, at RBC's option, and may endorse Debtor's name on
any and all cheques, commercial paper, and any other Instruments pertaining to
or constituting Collateral.
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(e) No delay or omission by RBC in exercising any right or remedy
hereunder or with respect to any Indebtedness shall operate as a waiver thereof
or of any other right or remedy, and no single or partial exercise thereof shall
preclude any other or further exercise thereof or the exercise of any other
right or remedy. Furthermore, RBC may remedy any default by Debtor hereunder or
with respect to any Indebtedness in any reasonable manner without waiving the
default remedied and without waiving any other prior or subsequent default by
Debtor. All rights and remedies of RBC granted or recognized herein are
cumulative and may be exercised at any time and from time to time independently
or in combination.
(f) Debtor waives protest of any Instrument constituting Collateral at any
time held by RBC on which Debtor is in any way liable and, subject to Clause
13(g) hereof, notice of any other action taken by RBC.
(g) This Security Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns. In any action brought by an assignee of this Security
Agreement and the Security Interest or any part thereof to enforce any rights
hereunder, Debtor shall not assert against the assignee any claim or defence
which Debtor now has or hereafter may have against RBC. If more than one Debtor
executes this Security Agreement the obligations of such Debtors hereunder shall
be joint and several.
(h) RBC may provide any financial and other information it has about
Debtor, the Security Interest and the Collateral to anyone acquiring or who may
acquire an interest in the Security Interest or the Collateral from RBC or
anyone acting on behalf of RBC.
(i) Save for any schedules which may be added hereto pursuant to the
provisions hereof, no modification, variation or amendment of any provision of
this Security Agreement shall be made except by a written agreement, executed by
the parties hereto and no waiver of any provision hereof shall be effective
unless in writing.
(j) Subject to the requirements of Clauses 13(g) and 14(j) hereof,
whenever either party hereto is required or entitled to notify or direct the
other or to make a demand or request upon the other, such notice, direction,
demand or request shall be in writing and shall be sufficiently given, in the
case of RBC, if delivered to it or sent by prepaid registered mail addressed to
it at its address herein set forth or as changed pursuant hereto, and, in the
case of Debtor, if delivered to it or if sent by prepaid registered mail
addressed to it at its last address known to RBC. Either party may notify the
other pursuant hereto of any change in such party's principal address to be used
for the purposes hereof.
(k) This Security Agreement and the security afforded hereby is in
addition to and not in substitution for any other security now or hereafter held
by RBC and is intended to be a continuing Security Agreement and shall remain in
full force and effect until the Manager or Acting Manager from time to time of
the herein mentioned branch of RBC shall actually receive written notice of its
discontinuance; and, notwithstanding such notice, shall remain in full force and
effect thereafter until all Indebtedness contracted for or created before the
receipt of such notice by RBC, and any extensions or renewals thereof (whether
made before or after receipt of such notice) together with interest accruing
thereon after such notice, shall be paid in full.
(l) The headings used in this Security Agreement are for convenience only
and are not be considered a part of this Security Agreement and do not in any
way limit or amplify the terms and provisions of this Security Agreement.
(m) When the context so requires, the singular number shall be read as if
the plural were expressed and the provisions hereof shall be read with all
grammatical changes necessary dependent upon the person referred to being a
male, female, firm or corporation.
(n) In the event any provisions of this Security Agreement, as amended
from time to time, shall be deemed invalid or void, in whole or in part, by any
Court of competent jurisdiction, the remaining terms and provisions of this
Security Agreement shall remain in full force and effect.
(o) Nothing herein contained shall in any way obligate RBC to grant,
continue, renew, extend time for payment of or accept anything which constitutes
or would constitute Indebtedness.
(p) The Security Interest created hereby is intended to attach when this
Security Agreement is signed by Debtor and delivered to RBC.
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(q) Debtor acknowledges and agrees that in the event it amalgamates with
any other company or companies it is the intention of the parties hereto that
the term "Debtor" when used herein shall apply to each of the amalgamating
companies and to the amalgamated company, such that the Security Interest
granted hereby
(i) shall extend to "Collateral" (as that term is herein defined)
owned by each of the amalgamating companies and the
amalgamated company at the time of amalgamation and to any
"Collateral" thereafter owned or acquired by the amalgamated
company, and
(ii) shall secure the "Indebtedness" (as that term is herein
defined) of each of the amalgamating companies and the
amalgamated company to RBC at the time of amalgamation and any
"Indebtedness" of the amalgamated company to RBC thereafter
arising. The Security Interest shall attach to "Collateral"
owned by each company amalgamating with Debtor, and by the
amalgamated company, at the time of the amalgamation, and
shall attach to any "Collateral" thereafter owned or acquired
by the amalgamated company when such becomes owned or is
acquired.
(r) In the event that Debtor is a body corporate, it is hereby agreed that
The Limitation of Civil Rights Act of the Province of Saskatchewan, or any
provision thereof, shall have no application to this Security Agreement or any
agreement or instrument renewing or extending or collateral to this Security
Agreement. In the event that Debtor is an agricultural corporation within the
meaning of The Saskatchewan Farm Security Act, Debtor agrees with RBC that all
of Part IV (other than Section 46) of that Act shall not apply to Debtor.
(s) This Security Agreement and the transactions evidenced hereby shall be
governed by and construed In accordance with the laws of the province in which
the herein mentioned branch of RBC is located, as those laws may from time to
time be in effect, including where applicable, the P.P.S.A.
15. COPY OF AGREEMENT
(a) Debtor hereby acknowledges receipt of a copy of this Security
Agreement.
(b) Debtor waives Debtor's right to receive a copy of any financing
statement or financing change statement registered by RBC or of any verification
statement with respect to any financing statement or financing change statement
registered by RBC. (Applies in all P.P.S.A. Provinces except Ontario).
16. Debtor represents and warrants that the following information is accurate:
INDIVIDUAL DEBTOR
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SURNAME (LAST NAME) FIRST NAME SECOND NAME BIRTH DATE
YEAR MONTH DAY
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ADDRESS OF INDIVIDUAL DEBTOR CITY PROVINCE POSTAL CODE
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SURNAME (LAST NAME) FIRST NAME SECOND NAME BIRTH DATE
YEAR MONTH DAY
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ADDRESS OF INDIVIDUAL DEBTOR (IF CITY PROVINCE POSTAL CODE
DIFFERENT FROM ABOVE)
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Page 8 of 12
BUSINESS DEBTOR
-------------------------------------------------------------------------------------------------------------
NAME OF BUSINESS DEBTOR
PNEUTECH INC.
-------------------------------------------------------------------------------------------------------------
ADDRESS OF BUSINESS DEBTOR CITY PROVINCE POSTAL CODE
000 Xxxxxxxx Xxxx., Xxxx #0 Xxxxxxxxxxx XX X0X 0X0
-------------------------------------------------------------------------------------------------------------
TRADE NAME (IF APPLICABLE)
-------------------------------------------------------------------------------------------------------------
TRADE NAME OF DEBTOR
-------------------------------------------------------------------------------------------------------------
PRINCIPAL ADDRESS (IF DIFFERENT CITY PROVINCE POSTAL CODE
FROM ABOVE)
-------------------------------------------------------------------------------------------------------------
IN WITNESS WHEREOF Debtor has executed this Security Agreement this___day of
_____________________, 2005.
PNEUTECH INC.
Per: [Seal]
----------------------------------------------- --------------------------------------------
Witness Name: Xxxxxxxx X. Xxxx
Title: President [Seal]
I have authority to bind the Corporation.
----------------------------------------------- ---------------------------------------------------------
Witness
BRANCH ADDRESS
-------------------------------------------------------------------------------
Business Service Centre
3rd Flr 000 Xxxxxxxxxx Xx. X.
Xxxxxxx XX
X0X 0X0
-------------------------------------------------------------------------------
Page 9 of 12
SCHEDULE "A"
(ENCUMBRANCES AFFECTING COLLATERAL)
Page 10 of 12
SCHEDULE "B"
1. Locations of Debtor's Business Operations
000 Xxxxxxxx Xxxx., Xxxx #0
Xxxxxxxxxxx XX X0X 0X0
0000 - 00xx Xxxxxx
Xxxxxxx, XX X0X 0X0
0000 Xxxx. Xx Xxxxxxx
Xxxxxxxxxx, X.X. X0X 0X0
0000 Xxxxx Xxxxxxx
Xxxxx Xxxxxxxx, XX X0X 0X0
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, X.X. X0X 0X0
000 Xxx Xxxxxxxxxxx
Xxxxxxxx, XX X0X 0X0
2. Locations of Records relating to Collateral (if different from 1. above)
0000 - 00xx Xxxxxx
Xxxxxxx, XX X0X 0X0
3. Locations of Collateral (if different from 1. above)
as above
Page 11 of 12
SCHEDULE "C"
(DESCRIPTION OF PROPERTY)
Page 12 of 12
