ASSISTANCE AGREEMENT
EXHIBIT
10.2
TRANSLATION
FOR CONVENIENCE ONLY - NOT LEGALLY BINDING
[TRANSLATION]
BETWEEN:
EAU
DE SOURCE VITA (2000) INC.,
a
company
duly incorporated pursuant to Part 1A of the Companies
Act
of the
Province of Quebec, Canada, with its registered office at 1335, Xxxxxx Xxxxxxxx
in the City of Gatineau, Province xx Xxxxxx, X0X 0X0, intervening in this
document as the joint and co-debtor of Water Bank of America,
represented
by Xx. Xxxxxx X. Xxxxxxxxx, as President, duly authorized
pursuant to a resolution of its board of directors passed at a meeting held
on
April 8, 2004, a copy of which is annexed hereto after having been
acknowledged as authentic and signed for identification purposes by the
representative before Me Xxxx-Xxxxxxxx Xxxxxx, notary.
Party
of the First Part,
Hereinafter
referred to as the “Beneficiary”,
And:
WATER
BANK OF AMERICA INC.,
a
corporation incorporated under Canadian law pursuant to the Canada
Business Corporations Act,
with
its registered office at 000 xxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxx, Xxxxxx X0X 0X0,
registration
number 1160910676,
represented
by Xx. Xxxxxx X. Xxxxxxxxx, duly authorized for the purposes
thereof,
Party
of the Second Part,
Hereinafter
referred to as the “Joint
and Co-debtor”,
And:
ICE
ROCKS,
a
joint-stock company with a board of directors and a declared capital of 40,000
Euros, with its registered office at 0 xx Xxxxxxx Xxxxxx, 00000 Xxxxx,
registered with the Registre du Commerce et des Sociétés de Paris, under number
B 434 300 885,
represented
by Xx. Xxxxx, sole managing director, duly qualified for this
purpose,
Hereinafter
referred to as “Ice
Rocks”
or
the
“Provider”,
Hereinafter
collectively referred to as the “Parties”
or
individually as a “Party”;
THE
PARTIES PREVIOUSLY STATED AND REPRESENTED AS FOLLOWS:
EAU
DE
SOURCE VITA (2000) INC., a corporation incorporated under Canadian law and
WATER
BANK OF AMERICA are both specialized in the business of spring
water.
The
Beneficiary decided to extend its business to the manufacturing, production,
merchandising and marketing of secure water modules (ready for freezing and
hermetically sealed), particularly in Europe.
The
Beneficiary wishes to benefit from the Provider’s knowledge and expertise with
respect to commercial strategy and development in Europe, and with respect
to
contacts searches in the area of accumulating spring water and the distribution
of secured water modules, in particular from the French corporation
SOFABO.
WATER
BANK OF AMERICA is considering entering into an eventual active partnership
with
SOFABO, as the case may be, with an equity participation in a common
corporation, as discussed in more detail between the parties, the whole to
the
mutual satisfaction of the Beneficiary and SOFABO.
EAU
DE
SOURCE VITA (2000) INC. is held entirely by WATER BANK OF AMERICA and owns
an
immoveable property known as the “Source”, which can be used to secure its
obligations.
The
provisions of services, which are the subject matter hereof, began on
December 1, 2003 pursuant to an agreement between the Parties, and were
subject to understandings that, given the prorogation of the mandate, should
be
part of the present agreement.
Thus,
the
Parties have come together to define and agree upon the terms and conditions
of
their collaboration with respect to this Assistance Agreement.
THEREFORE,
THE PARTIES AGREE AS FOLLOWS:
Section
1 - Purpose
of the Agreement
ICE
ROCKS
hereby undertakes, as an obligation of means, to provide the Beneficiary with
the following assistance and services for France and Europe:
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Assistance
with respect to the desired coming together between the Beneficiary
and/or
WATER BANK OF AMERICA and SOFABO, and any other partners with respect
to
its project of accumulating spring
water;
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A
study and follow-up of a commercial cooperation project between
the
Beneficiary and/or WATER BANK OF AMERICA and independent sources
in
France, such as SOFABO/X.XXXXXX in view of negotiating production
contracts and/or distribution contracts for spring
water;
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Advice
on commercial planning and appropriate formats for merchandising
activities of the Beneficiary and/or WATER BANK OF
AMERICA;
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Studies
of desirable promotional or advertising initiatives and recommendations
regarding their implementation;
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Advice
and recommendations regarding the rationalisation of the line of
products
and services manufactured and distributed by the Beneficiary and/or
WATER
BANK OF AMERICA.
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Section
2 - Obligations
of the Corporation Receiving the Services
The
Beneficiary of the services described in Section 1 hereinabove expressly
undertakes to provide the Provider during the entire term of this agreement,
and
at its request, all of the information, documents and assistance reasonably
required to allow it to carry out the purpose of the agreement, and to ensure,
under proper conditions, the provision of said services.
Section
3 - Term
of Agreement
This
agreement is entered into on this date, with retroactive effect to
December 1, 2003, for a fixed term expiring on November 30,
2004.
In
no
event shall it be renewed by tacit renewal. Consequently, the Parties are
therefore free, at the end of the term, to renegotiate a new contract if they
so
desire.
Section
4 - Remuneration
for Services Rendered by the Provider
In
consideration of the services mentioned in Section 1 hereinabove, ICE
ROCKS, the Provider, shall be entitled to receive an aggregate net definitive
lump sum remuneration equal to 600,000 Euros, namely 350,000 Euros for the
past
period from December 1, 2003 to March 31, 2004, payable as
follows:
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With
respect to billing up to March 31,
2004:
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100,000
Euros no later than May 22, 2004 (hereinafter referred to as the
“First
Payment”);
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250,000
Euros no later than June 23, 2004 (hereinafter referred to as the
“Second
Payment”);
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With
respect to services to be rendered between April 1, 2004 and
October 31, 2004 (250,000
Euros):
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250,000
Euros payable upon receipt of invoice, no later than December 31,
2004.
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Such
lump
sum amounts include all current expenses incurred by the Provider with respect
to the performance of this agreement and the services defined in Section 1
hereinabove (including travel expenses, short-term living expenses and hotel
expenses).
As
the
above-mentioned services are provided to a Canadian beneficiary, the
remuneration will not be subject to the TVA in France.
Moreover,
if the eventual collaboration between SOFABO/X. XXXXXX were to result in
equity participations in any affiliates or associates of WATER BANK OF AMERICA,
the Beneficiary undertakes to immediately settle with the Provider any of the
invoices already sent with respect hereto.
Section
5 - Interest
on Late Payment
Any
invoice unpaid upon the final date as provided shall bear interest at the legal
rate of interest, plus 500 base points on the unpaid amounts as of the first
day
of the late payment, without the present clause implicitly being interpreted
as
a delay in payment.
Section
6 - Surety
To
guarantee the payment in full of all of the amounts owed to the Provider of
services hereunder, with respect to the principal, interest and any related
amounts, the Beneficiary grants the Provider a floating hypothec for a maximum
amount of 350 000 Euros (which amount is the equivalent in Canadian dollars
to $560,857.50 CDN), plus twenty-five percent (25%), on the immoveable
hereinafter designated which it declares owning, according to a copy of the
deed
of floating hypothec annexed hereto.
The
implementation expenses regarding this guarantee will be borne by the
Beneficiary in accordance with the provisions of the deed of floating hypothec
annexed hereto.
Section
7 - Confidentiality
The
Provider undertakes to maintain as strictly confidential all of the information
that will be communicated to it as such by the Beneficiary and/or WATER BANK
OF
AMERICA regarding the performance of this agreement, including any trade or
manufacturing secrets as well as any industrial, commercial or financial
specifications relating directly or indirectly to the said corporations
receiving the services as described in Section 1, or regarding such
services.
Accordingly,
the Provider shall refrain from disclosing during the entire term of this
agreement and without any limitation of continuance after its expiry, for any
reason whatsoever, unless the above-mentioned information has fallen within
the
public domain, any of the above-mentioned information in any form whatsoever,
for any reason whatsoever and to any person whatsoever.
However,
in the execution of its mandate, the Provider is expressly authorized to
disclose such information to any official or service provider with whom it
collaborates, or works side by side with or subcontracts with.
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Section
8 - Jurisdiction
Any
litigation resulting from this agreement, including its execution, validity,
interpretation, performance or breach shall be submitted to the jurisdiction
of
the courts in the Judicial District of Montreal.
Section
9 - Governing
Laws
As
expressly agreed upon between the Parties, this agreement is subject to the
laws
applicable in the Province of Quebec.
Section
10 - Miscellaneous
10.0 - Preamble
The
pramble hereinabove is an integral and essential part of this
memorandum.
10.1 - Notice
Any
notice for the purposes of this memorandum shall be sent by registered letter
with acknowledgement of receipt at the address of the concerned Party or Parties
as mentioned in the preamble.
In
the
event of a change of address of either of the Parties, such Parties shall give
a
notice of their new address to the other Parties. Failing such, any notice
sent
to the address mentioned in the first page hereof would be enforceable with
respect to such Parties.
Made
in
Paris
April
8,
2004
In
three
original copies, namely an original for each party.
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(signed)
EAU
DE SOURCE VITAL (2000) INC.
Represented
by Xx. Xxxxxx X. Xxxxxxxxx
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(signed)
ICE
ROCKS SA
Represented
by Xx. Xxxxxxx Xxxxx
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(signed)
WATER
BANK OF AMERICA
Represented
by Xx. Xxxxxx X. Xxxxxxxxx
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Schedule
: Deed of Floating Hypothec
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IN
THE
YEAR 2004, on
BEFORE
Me
Xxxx-Xxxxxxxx Xxxxxx,
notary
in
Montreal, Province of Quebec
APPEARED:
ICE
ROCKS,
a
joint-stock company with a board of directors and a declared capital of 40,000
Euros, with its registered office at 0, xx Xxxxxxx Xxxxxx 00000 Xxxxx,
registered with the Registre du Commerce et des Sociétés de Paris under number
B434 300 885, acting herein through Xx. Xxxxxxx XXXXX, its sole
managing director, duly authorized for the purposes hereof, pursuant to ……. of
the special annual meeting, adopted on ……, himself represented by ……, as its
appears from a delegation of authority to this effect dated ……, a certified copy
of these documents annexed hereto after having been acknowledged as authentic
and signed for identification purposes by the representative before the
undersigned notary.
Notice
of
address registered with the Registry Office for the land division of Hull under
number ……,
Hereinafter
referred to as the “CREDITOR”
AND
EAU
DE SOURCE VITA (2000) INC.,
a
company duly incorporated pursuant to Part 1A of the Companies
Act
of the
Province of Quebec, with its registered office at 1335, Xxxxxx Xxxxxxxx, in the
City of Gatineau, Province xx Xxxxxx, X0X 0X0, acting herein through …… its
……, duly authorized pursuant to a resolution of its board of directors passed
at
a meeting held on …… two thousand and four (2004), a copy of which is annexed
hereto after having been acknowledged as authentic and signed for identification
purposes by the representative before the undersigned notary,
Hereinafter
referred to as the “DEBTOR”;
WHO,
previously to the agreements contemplated herein, declared as
follows:
1. The
Debtor has retained the services of the Creditor as a consultant to lend
assistance as a consultant, as it appears from an Assistance Agreement entered
into for this purpose between the parties on April 8, 2004 (hereinafter
referred to as the “Agreement”), of which the parties hereto declare having a
good knowledge of;
2. With
this
end in view, the parties have agreed on an aggregate global lump sum
remuneration of 600,000 Euros.
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3. The
Creditor has required from the Debtor a floating immovable hypothec on an
immovable located in the Province of Quebec, Canada, in order to guarantee
all
of the sums owed to it by the Debtor.
4. The
Debtor is the owner of the immovable property hereinafter designated and
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THIS
HAVING BEEN DECLARED, the parties agree as follows:
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FLOATING
HYPOTHEC
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To
guarantee by hypothec the payment of the amounts owed pursuant to the Assistance
Agreement by the Debtor to the Creditor as well as the satisfaction of the
obligations contracted by the Debtor in favour of the Creditor, the Debtor
grants a floating hypothec in favour of the Creditor for a maximum amount of
$560,857.50 and all the interest on this amount calculated at the rate of
twenty-five percent (25%), the immovable designated as follows:
DESIGNATION
A
parcel
of land of rectangular form located on a PORTION of original lot number
TWENTY-THREE
B (Portion 23B) of Rang Cinq (Rg 5),
according to the official plan and reference book for the Township of Xxxxxxxxx,
land division of Hull, described in greater details as follows:
Starting
from a point indicated by the number “1”, which point consisting of the
north-east corner of lot 23B-208, proceeding from there over a distance of
one
hundred four meters and ninety-three hundredths (104,93 m) measured in a
direction of one hundred and twenty-eight degrees, twenty-five minutes and
four
seconds (128°25’04’’).
Starting
at point “2”, over a distance of one hundred three meters and nine hundredths
(103.09 m), measured in a direction of one hundred and seventy-nine
degrees, fifty-three minutes and twenty-four seconds (179°53’24’’) along the
western border of Xxxxxx Xxxxxxxx up to point “3”.
From
point “3”, over a distance of forty-eight meters and fifty hundredths
(48.50 m), measured in a direction of two hundred sixty-nine degrees,
fifty-three minutes and twenty-four seconds (269°53’24’’) up to point
“4”.
From
point “4”, over a distance of one hundred three meters and nine hundredths
(103,09 m), measured in a direction of three hundred fifty-nine degrees,
fifty-three minutes and twenty-four seconds (359°53’24’’) up to point
“5”.
From
point “5”. over a distance of forty-eight meters and fifty hundredths
(48,50 m), measured in a direction of eighty-nine degrees, fifty-three
minutes and twenty-four seconds (89°53’24’’) up to point “2”, the starting
point.
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The
said
parcel of land is limited towards the north, the south and the west by a portion
of lot 23B, towards the east by Xxxxxx Xxxxxxxx (a portion of lot 23B) and has
an area of five thousand square meters (5,000 m2).
The
whole
as it appears from a technical description and plan prepared by
Xxxx Xxxxxxxx, land surveyor, dated the twenty-seventh (27th)
of
February one thousand nine hundred ninety-eight (1998) under number 4857-F
of
his minutes, a photocopy of which is annexed hereto after having been
acknowledged as authentic and signed by the parties before the undersigned
notary.
Hereinafter
referred to as the “Immovable”;
With
all
of the materials that are or will be incorporated, attached, jointed or united
by accession to this Immovable and which are considered as an Immovable by
law.
This
hypothec also applies, as mentioned hereinafter, to all of the rents, present
and future, resulting from the rental of all or any portion thereof as well
as
the insurance benefits payable pursuant to all insurance policies covering
such
rents.
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INSURANCE
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The
Debtor undertakes to insure against fire and all other risks and losses usually
covered, all buildings that are or will be affected by this hypothec for a
maximum consisting of their full replacement value, or, with the consent of
the
Creditor, for a maximum amount that shall at no time be less than the amount
of
the debt as well as the amount of any other sums secured by a higher ranking
hypothec or a priority on the Immovable.
The
Debtor hereby undertakes to have inserted in such insurance policies, as
mandatary for the Creditor, a hypothecary clause in favour of the Creditor,
to
reveal to the insurer the hypothecary rights of the latter, to deliver to the
Creditor such policies which shall contain the clauses usually stipulated in
policies covering the same type of risks, to maintain such policies in effect
until full payment and to provide the Creditor, at least fifteen (15) days
before the expiry thereof, with the receipts regarding their
renewal.
In
the
event of a failure by the Debtor to comply with these various obligations,
the
Creditor, subject to other recourses that it may have, may subscribe on behalf
of the Debtor to any new insurance policies and demand the immediate
reimbursement of the premiums, with interest as of the day of payment, at the
rate stipulated hereinabove. The Creditor may also, at the expense of the
Debtor, give notice of this hypothec to any concerned insurance company that
might not have been informed thereof, a copy or an excerpt thereof serving
as
such notice if necessary.
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The
Debtor shall immediately notify the Creditor of any sinister and shall not
undertake any repair or restoration work before the latter has examined the
premises and approved the planned work. All insurance benefits shall be paid
directly to the Creditor up to the maximum amount of its loan. Notwithstanding
any law, usage or custom to the contrary, the Creditor may allocate the said
benefits to the payment of its loan or remit them, in whole or in part, to
the
Debtor so as to allow the Debtor to rebuild or repair the Immovable, without
in
either case diminishing or affecting its hypothec or other rights in any manner
whatsoever, with the exception of the signing of a notarized acquittance
evidencing the reduction of the present loan.
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ADDITIONAL
HYPOTHEC
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To
ensure
the payment of any sum of money not secured by the principal hypothec created
hereinabove, including any interest accrued beyond the three (3) years plus
the
current year, the interest on interests as well as [Bottom
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TWENTY
PERCENT (20%)
of the
original amount of the present loan is created by the Debtor with respect to
the
Immovable.
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HYPOTHEC
ON RENTS
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To
furthermore secure its obligations, the Debtor hereby grants a hypothec, up
to a
maximum of the same amount and for the same purposes as those mentioned under
the heading “HYPOTHEC” hereinabove, on all present and future rents resulting
from the rental of the Immovable or a portion thereof, as well the insurance
benefits payable pursuant to all insurance policies covering such rents
presently, or as the case may be, in the future.
The
Debtor undertakes to handover to the Creditor, upon request, all of the leases
concerning the Immovable as well as all insurance policies covering such
rents.
As
long
as the Debtor is not in default and the Creditor has not notified the Debtor
of
its intention to collect the rents, the Creditor authorizes the Debtor to
continue to collect the rents upon their due date.
In
the
event of default, the Creditor may, subject to its other rights and recourses,
exercise this hypothec by serving notice to the tenants and by informing the
Debtor and the tenants of its intention to avail itself thereof. It may renew
the leases or grant new leases in the name of the Debtor according to conditions
it deems suitable. The rents collected shall be used, at its discretion, to
pay
a five percent (5%) commission on gross revenues as administration fees, to
pay
the interest on its loan, as well as the taxes, capital payments, repair costs
and other expenses, the whole without any of its rights or hypothecs being
diminished or affected in any manner whatsoever, with the exception of the
signing of a notarized acquittance evidencing the reduction of the present
loan.
The Debtor shall ratify in advance the administrative measures of the Creditor
and accepts the statements submitted by the Creditor as being the equivalent
to
an accountability report. The Creditor shall in no way be responsible for any
loss or other damage incurred as a result of its administration.
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CHARGES
AND CONDITIONS
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1. EXPENSES
The
Debtor shall pay the expenses and fees hereof, the fees for the surveying,
evaluation and inspection of the Immovable, the publication fees and all other
disbursements, including those relating to any renewal, notice, hypothec,
waiver, cession of rank, acquittance or discharge relating thereto. The Creditor
is authorized to hold, on the proceeds of the loan, any and all amounts required
to pay such expenses.
2. DEFAULT
BY THE DEBTOR
The
Debtor shall be in default with respect to any of its obligations provided
herein if within twenty (20) days of the service of a written notice to this
effect, it has not remedied the alleged default insofar as, it goes without
saying, [Bottom
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3. PRIOR
HYPOTHECS OR CHARGES
As
long
as the Creditor has not registered a closing notice in accordance with the
provisions of the Civil Code of Quebec, the Debtor shall retain the right to
hypothecate the Immovable provided that it informs the Creditor in writing
thereof.
4. CANCELLATION
OF HYPOTHECARY RIGHTS OR PRIOR RIGHTS
Not
applicable.
5. PAYMENT
OF TAXES, LEVIES AND ASSESSMENTS
The
Debtor undertakes to pay on a regular basis all taxes, levies and assessments,
whether federal, provincial, municipal or scholastic and whether of a general
or
special nature, which may at all times affect and encumber the Immovable in
priority over the rights of the Creditor and it shall remit to the Creditor,
as
the case may be, within thirty (30) days upon arrival of the payment date of
such taxes, levies or assessments, all of the receipts indicating their payment
in full, without subrogation in favour of any third parties.
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6. REIMBURSEMENT
OF SUMS INCURRED BY THE CREDITOR
The
Debtor shall reimburse the Creditor, on demand, all amounts incurred by the
latter to pay insurance premiums, taxes, levies, assessments or all other
expenses resulting from the loan or made to maintain its surety or to ensure
the
performance of any obligations of the Debtor, with interest on said amounts
at
the rate provided for hereinabove as of the date of their disbursement by the
Creditor.
7. CONSERVATION
OF THE IMMOVABLE
The
Debtor shall maintain in good working order, without changing the purpose
thereof, the structures erected or to be erected on the Immovable as well as
all
of the property that is or will be incorporated therein and attached, joined
or
united thereto by accession and which are considered as immovables pursuant
to
the law, in a manner so as to not diminish the Creditor’s surety. It shall allow
the latter to have access thereto at all times in order to examine
them.
If
the
Debtor fails to maintain the Immovable in good working order, to carry out
the
necessary repairs after having received a request from the Creditor or if the
Immovable is left vacant or abandoned, the Creditor may, subject to its other
rights and recourses, enter the premises to carry out the work required or
take
any other appropriate measures, at the expense of the Debtor.
8. ALIENATION
OF THE IMMOVABLE
The
Debtor shall not be entitled to sell the Immovable hypothecated hereunder
without obtaining prior written consent of the Creditor. Failure to meet this
condition shall lead to automatic default and the Creditor may, at its
discretion, demand the immediate reimbursement of its loan, both capital and
interest. The Debtor undertakes, within thirty (30) days following the sale,
transfer or alienation, to remit to the Creditor a copy of all [Bottom
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regarding the Immovable will assume jointly with the Debtor and as the case
may
be, jointly with any co-owner, the payment of this loan and be bound by this
hypothec as well as by all of the terms and conditions hereof.
9. RENTAL
OF
THE IMMOVABLE
The
Debtor undertakes to not giving prior acquittance of more than one month’s rent,
nor to lease the Immovable or a part thereof for a rental amount that is
considerably lower than its rental value, without the written consent of the
Creditor.
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10. SURRENDER
OF DOCUMENTS
The
Debtor agrees to surrender to the Creditor, if the latter makes a request
therefor, all of the documents relating to the Immovable. The Creditor may
keep
these documents until such time as the present loan is paid in
full.
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REPRESENTATIONSOF
THE
DEBTOR
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The
Debtor makes the following representations, which it certifies as being fully
authentic and material to the loan, namely:
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a)
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the
Immovable belongs to it in full ownership and is free of any privilege,
hypothec, servitude and charge whatsoever, save and accept as follows:
except for a hypothecary suretyship in favour of 4186486 Canada Inc.
pursuant to a deed made before Me Xxxx-Xxxxxxxx Xxxxxx, notary,
on February sixteen (16) two thousand and four (2004) and published
with
the Registry Office for the land division of Hull under number
11 086 027;
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b)
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no
construction, addition, repair, renovation or modification of the
Immovable is under way presently and the cost of any such work that
may
have been done or carried out to the Immovable during the last six
months
has been paid in full.;
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c)
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all
taxes, levies or assessments, whether municipal or school related,
levied
upon the Immovable have been paid;
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d)
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no
permanent accessory to the Immovable and in particular no heating,
ventilation, refrigeration, cleaning and lighting installations,
no
elevator or other service regarding the Immovable has been the subject
of
a conditional sale contract, a rental contract or a hypothec; any
such
accessories are the property of the Debtor and have been paid in
full and
those that have not been incorporated in the Immovable so as to become
an
integral part thereof have been substantially attached or joined
to the
Immovable, as fixtures and are themselves
immovables;
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e)
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the
Immovable and the building erected thereon respect the laws and
regulations regarding the protection of the environment enacted by
competent authorities and the Debtor agrees to respect all such laws
and
regulations, to inform the Creditor of any notice, order [Bottom
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and the Debtor declares that the Immovable does not contain any materials
or products that could endanger the environment as well as the health
of
the occupants;
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f)
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the
Debtor is a business exploiting a spring of water located in the
City of
Gatineau, it is a duly incorporated company pursuant to the laws
of Quebec
and its name has not undergone any changes since the date of its
incorporation.
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DEFAULTS
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The
Debtor shall be in default if it or any subsequent owner of the
Immovable:
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a)
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is
not in compliance with its obligations pursuant to the insurance
clause,
the clauses with respect to the charges and conditions contained
herein or
any other clause of this document;
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b)
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does
not pay, at their respective due date, each payment of capital or
interest
owed pursuant to the Assistance
Agreement;
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c)
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assigns
its property, becomes bankrupt or is in liquidation, becomes insolvent,
makes a proposal or asserts its rights pursuant to the Companies’
Creditors Arrangement Act;
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d)
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does
not obtain a discharge with respect to any notice of crystallization
registered by any other creditor of a hypothec against the Immovable
within twenty (20) days of its registration, unless it is opposing
in good
faith the validity thereof and if it provides the Creditor with any
additional suretyship required by the latter to ensure the protection
of
its rights, in which case this obligation shall be suspended until
the
final judgment is rendered;
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e)
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does
not obtain a discharge with respect to any seizure made against the
Immovable with respect to the execution of a
judgment;
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f)
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does
not obtain a discharge with respect to any prior notice regarding
the
exercise of a hypothecary right or any other right registered against
the
Immovable or does not remedy any default pursuant to any other hypothec
or
charge related to the Immovable;
|
|
g)
|
makes
herein a representation that is shown to be false or
inaccurate.
|
In
the
event of any default, the Creditor shall, subject to its other rights and
recourses, have the following rights:
|
a)
|
to
demand the immediate payment in full of its loan, with respect to
capital,
interest, expenses and accessories;
|
|
b)
|
to
perform any obligation not honoured by the Debtor, in its place and
at the
expense of the latter;
|
|
c)
|
to
register a notice of crystallization with respect to the
hypothec;
|
|
d)
|
[Bottom
line of page cut off]
regarding the delay provided for the surrender of the property, the
whole
in accordance with Articles 2748 and following of the Civil
Code of Quebec.
|
| 13 |
CHOICE
OF DOMICILE
|
The
Debtor, the interveners and the sureties, as the case may be, shall elect
domicile at their address mentioned herein. If the Creditor cannot reach them
at
this address or at the latest address given in writing by such persons, they
shall elect as domicile the offices of the Clerk of the Superior Court for
the
District of Montreal.
14
of 16
|
14
|
LIMITATION
|
The
parties hereto expressly acknowledge that the suretyship of the Debtor only
applies with respect to the hypothec and does not in any way extend to any
personal obligations in favour of the Creditor.
|
15
|
INTERPRETATION
|
Whenever
the context requires it, any word in the singular shall also include the plural
and vice versa, and any word of the masculine gender shall also include the
feminine gender. In particular, the word “Immovable” when used without any other
indication in this document shall mean any and all of the immovables hereinabove
hypothecated and shall include, with respect to each of them, the land, the
buildings erected thereon or which may be erected thereon, as well as the
properties that are or may be incorporated, attached, joined or united thereto
or by accession.
|
16
|
The
present deed is governed by the laws of the Province of
Quebec.
|
MADE
in
Montreal, under the number
of
the
minutes of the undersigned notary.
AFTER
HAVING READ THE DOCUMENT,
the
parties signed before the undersigned notary.
|
A
BODY POLITIC
|
||
| |
|
|
| by: | ||
|
|
||
|
EAU
DE SOURCE VITA 2000 INC.
|
||
| |
|
|
| by: | ||
|
|
||
| |
Me Xxxx-Xxxxxxxx Xxxxxx, notary |
|
15
of 16
TRUE
COPY, the original of which remains in my office.
16
of 16
