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EXHIBIT 10.67
GENERAL SECURITY AGREEMENT
1. Primes de Luxe Inc. ,of 909 Boul. Pierre Bertrand,
Suite 100, Vanier, Quebec
G1M 3R9
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(NAME OF CUSTOMER) (ADDRESS OF CUSTOMER)
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(the "CUSTOMER") for valuable consideration grants, assigns, transfers, sets
over, mortgages and charges to THE BANK OF NOVA SCOTIA, at its branch located at
44 King Street West, Toronto, Ontario, M5H 1H1
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(ADDRESS OF BRANCH)
(the "Bank") as and by way of a fixed and specific mortgage and charge, and
grants to the Bank, a security interest in the present and after acquired
undertaking and property (other than consumer goods) of the Customer including
all the right, title, interest and benefit which the Customer now has or may
hereafter have in all property of the kinds hereinafter described (the
"collateral"):
(a) all goods comprising the inventory of the Customer including but not
limited to goods held for sale or lease or that have been leased or
consigned to or by the Customer or furnished or to be furnished under a
contract of service or that are raw materials, work in process or
materials used or consumed in a business or profession or finished goods
and timber cut or to be cut, oil, gas, hydrocarbons, and minerals
extracted or to be extracted, all livestock and the young and unborn
young thereof and all crops;
(b) all goods which are not inventory or consumer goods, including but not
limited to furniture, fixtures, equipment, machinery, plant, tools,
vehicles and other tangible personal property, whether described in
Schedule `A' hereto or not;
(c) all accounts, including deposit accounts in banks, credit unions, trust
companies and similar institutions, debts, demands and choses in action
which are now due, owing or accruing due or which may hereafter become
due, owing or accruing due to the Customer, and all claims of any kind
which the Customer now has or may hereafter have including but not
limited to claims against the Crown and claims under insurance polices;
(d) all chattel paper;
(e) all warehouse receipts, bills of lading and other documents of title,
whether negotiable or not;
(f) all instruments, shares, stock, warrants, bonds, debentures, debenture
stock or other securities, money, letters of credit, advices of credit
and cheques;
(g) all intangibles including but not limited to contracts, agreements,
options, permits, licenses, consents, approvals, authorizations, orders,
judgments, certificates, rulings, insurance policies, agricultural and
other quotas, subsidies, franchises, immunities, privileges, and benefits
and all goodwill, patents, trade marks, trade names, trade secrets,
inventions, processes, copyrights and other industrial or intellectual
property;
(h) with respect to the personal property described in subparagraphs (a) to
(g) inclusive, all books, accounts, invoices, letters, papers, documents,
disks, and other records in any form, electronic or otherwise, evidencing
or relating thereto; and all contracts, securities, instruments and other
rights and benefits in respect thereof;
(i) with respect to the personal property described in subparagraphs (a) to
(h) inclusive, all parts, components, renewals, substitutions and
replacements thereof and all attachments, accessories and increases,
additions and accessions thereto; and
(j) with respect to the personal property described in subparagraphs (a) to
(i) inclusive, all proceeds therefrom (other than consumer goods),
including personal property in any form or fixtures derived directly or
indirectly from any dealing with such property or proceeds therefrom, and
any insurance or other payment as indemnity or compensation for loss of
or damage to such property or any right to such payment, and any payment
made in total or partial discharge or redemption of an intangible,
chattel paper, instrument or security; and
In this Agreement, the words "goods", "consumer goods", "account", "account
debtor", "inventory", "crops", "equipment", "fixtures", "chattel paper",
"document of title", "instrument", "money", "security", or "securities",
"intangible", "receiver", "proceeds" and "accessions" shall have the same
meanings as their defined meanings where such words are defined in the Personal
Property Security Act of the province or territory in which the Branch of the
Bank mentioned in paragraph 1 is located, such Act, including any amendments
thereto, being referred to in this Agreement as "the PPSA". In this Agreement,
"Collateral" shall refer to "Collateral or any item thereof".
2. The fixed and specific mortgages and charges and the security interest
granted under this Agreement secure payment and performance of all obligations
of the Customer to the Bank, including but not limited to all debts and
liabilities, present or future, direct or indirect, absolute or contingent,
matured or not, at any time owing by the Customer to the Bank in any currency or
remaining unpaid by the Customer to the Bank in any currency, whether arising
from dealings between the Bank and the Customer or from other dealings or
proceedings by which the Bank may be or become in any manner whatever a creditor
of the Customer and wherever incurred, and whether incurred by the Customer
alone or with another or others and whether as principal or surety, including
all interest, commissions, legal and other costs, charges and expenses (the
"Obligations").
3. The Customer hereby represents and warrants to the Bank that:
(a) all of the Collateral is, or when the Customer acquires any right, title
or interest therein, will be the sole property of the Customer free and
clear of all security interest, mortgages, charges, hypothecs, liens or
other encumbrances except as disclosed by the Customer to the Bank in
writing;
(b) the Collateral insofar as it consists of goods (other than inventory
enroute from suppliers or enroute to customers or on lease or
consignment) will be kept at the locations specified in Schedule "B"
hereto or at such other locations as the Customer shall specify in
writing to the Bank and subject to the provisions of paragraph 4(j) none
of the Collateral shall be moved therefrom without the written consent of
the Bank;
(c) the Customer's chief executive address is located at the address
specified in paragraph 1;
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(d) none of the Collateral consists of consumer goods; and
(e) this Agreement has been properly authorized and constitutes a legally
valid and binding obligation of the Customer in accordance with its
terms.
4. The Customer hereby agrees that:
(a) the Customer shall diligently maintain, use and operate the Collateral
and shall carry on and conduct its business in a proper and efficient
manner so as to preserve and protect the Collateral and the earnings,
incomes, rents, issues and profits thereof;
(b) the Customer shall cause the Collateral to be insured and kept insured to
the full insurable value thereof with reputable insurers against loss or
damage by fire and such other risks as the Bank may reasonably require
and shall maintain such insurance with loss if any payable to the Bank
and shall lodge such policies with the Bank;
(c) the Customer shall pay all rents, taxes, levies, assessments and
government fees or dues lawfully levied, assessed or imposed in respect
of the Collateral or any part thereof as and when the same shall become
due and payable, and shall exhibit to the Bank, when required, the
receipts and vouchers establishing such payment;
(d) the Customer shall duly observe and conform to all valid requirements
of any governmental authority relative to any of the Collateral and all
covenants, terms and conditions upon or under which the Collateral is
held;
(e) the Customer shall keep proper books of account in accordance with
sound accounting practice, shall furnish to the Bank such financial
Information and statements and such information and statements relating
to the Collateral as the Bank may from time to time require, and the
Customer shall permit the Bank or its authorized agents at any time at
the expense of the Customer to examine all books of account and other
financial records and reports relating to the Collateral and to make
copies thereof and take extracts therefrom;
(f) the Customer shall furnish to the Bank such information with respect
to the Collateral and the insurance, thereon as the Bank may from time to
time require and shall give written notice to the Bank of all litigation
before any court, administrative board or other tribunal affecting the
Customer or the Collateral;
(g) the Customer shall defend the title to the Collateral against all
persons and shall keep the Collateral free and clear of all security
interests, mortgages, charges, liens and other encumbrances except for
those disclosed to the Bank in writing prior to the execution of this
Agreement or hereafter approved in writing by the Bank prior to their
creation or assumption;
(h) the Customer shall, upon request by the Bank, execute and deliver all
such financing statements, certificates, further assignments and
documents and do all such further acts and things as may be considered by
the Bank to be necessary or desirable to give effect to the intent of
this Agreement and the Customer hereby irrevocably constitutes and
appoints the Manager or Acting Manager for the time being of the Branch
of the Bank mentioned in paragraph 1, the true and lawful attorney of the
Customer, with full power of substitution, to do any of the foregoing in
the name of the Customer whenever and wherever the Bank may consider it
to be necessary or desirable;
(i) the Customer shall promptly notify the Bank in writing of any event
which occurs that would have a material adverse effect upon the
Collateral or upon the financial condition of the Customer and
immediately upon the Customer's acquisition of rights in any vehicle,
mobile home, trailer, boat, aircraft or aircraft engine, shall promptly
provide the Bank with full particulars of such collateral; and
(j) the Customer will not change its name or the location of its chief
executive office or place of business or sell, exchange, transfer, assign
or lease or otherwise dispose of change the use of the Collateral or any
interest therein or modify, amend or terminate any chattel paper,
document of title, instrument, security or intangible, without the prior
written consent of the Bank, except that the Customer may, until an event
of default set out in paragraph 9 occurs, sell or lease inventory in the
ordinary course of the Customer's business.
5. Until an event of default occurs, the Customer may use the Collateral
in any lawful manner not inconsistent with this Agreement, but the Bank shall
have the right at any time and from time to time to verify the existence and
state of the Collateral in any manner the Bank may consider appropriate and the
Customer agrees to furnish all assistance and information and to perform all
such acts as the Bank may reasonably request in connection therewith, and for
such purpose shall permit the Bank or its agents access to all places where
Collateral may be located and to all premises occupied by the Customer to
examine and inspect the Collateral and related records and documents.
6. Before or after an event of default occurs, the Bank may give notice
to any or all account debtors of the Customer and to any or all persons liable
to the Customer under an instrument to make all further payments to the Bank and
any payments or other proceeds of Collateral received by the Customer from
account debtors or from any persons liable to the Customer under an instrument,
whether before or after such notice is given by the Bank, shall be held by the
Customer in trust for the Bank and paid over to the Bank upon request. The Bank
may take control of all proceeds of Collateral and may apply any money taken as
Collateral to the satisfaction of the Obligations secured hereby. The Bank may
hold as additional security any increase or profits, except money, received from
any Collateral in the Bank's possession, and may apply any money received from
such Collateral to reduce the Obligations secured hereby and may hold any
balance as additional security for such part of the Obligations as may not yet
be due, whether absolute or contingent. The Bank will not be obligated to keep
any Collateral separate or identifiable. In the case of any instrument, security
or chattel paper comprising part of the Collateral, the Bank will not be
obligated take any necessary or other steps to preserve rights against other
persons.
7. The Bank may have any Collateral comprising instruments, shares,
stocks, warrants, bonds, debentures, debenture stock or other securities,
registered in its name or in the name of its nominee and shall be entitled but
not bound or required to vote in respect of such Collateral at any meeting at
which the holder thereof is entitled to vote and, generally, to exercise any of
the rights which the holder of such Collateral may at any time have; but the
Bank shall not be responsible for any loss occasioned by the exercise of any of
such rights or by failure to exercise the same within the time limited for the
exercise thereof.
8. Upon the Customer's failure to perform any of its duties hereunder,
the Bank may, but shall not be obliged to, to perform any or all of such duties,
without waiving any rights to enforce this Agreement, and the Customer shall pay
to the Bank, forthwith upon written demand therefor, an amount equal to the
costs, fees and expenses, incurred by the Bank in so doing plus interest thereon
from the date such costs, fees and expenses are incurred until paid at the rate
of 3% per annum over the Prime Lending Rate of the Bank in effect time to time.
The "Prime Lending Rate of the Bank" means the variable per annum, reference
rate of interest as announced and adjusted by the Bank from time to time for
loans made by the Bank of Canada in Canadian dollars.
9. The happening of any one or more of the following events shall
constitute an event of default under this Agreement:
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(a) if the Customer does not pay when due any of the Obligations;
(b) if the Customer does not perform any provisions of this Agreement or of
any other agreement to which the Customer and the Bank are parties;
(c) if the Customer ceases or threatens to cease to carry on its
business, commits an act of bankruptcy, becomes insolvent, makes an
assignment or proposal under the Bankruptcy Act, takes advantage of
provisions for relief under the Companies Creditors Arrangement Act or
any other legislation for the benefit of insolvent debtors, transfers
all or substantially all of its assets, or proposes a compromise or
arrangement to its creditors;
(d) if the Customer enters into any reconstruction, reorganization,
amalgamation, merger or other similar arrangement;
(e) if any proceeding is taken with respect to a compromise or
arrangement, or to have the Customer declared bankrupt or wound up, or
if any proceeding is taken, whether in court or under the terms of any
agreement or appointment in writing, to have a receiver appointed of
any Collateral or if any encumbrance becomes enforceable against any
Collateral;
(f) if any execution, sequestration or extent or any other process of any
court becomes enforceable against the Customer or if any distress or
analogous process is levied upon any Collateral;
(g) if the Bank in good faith believes and has commercially reasonable
grounds for believing that the prospect of payment or performance of
any Obligation is or is about to be impaired or that any Collateral is
or is about to be in danger of being lost, damaged, confiscated or
placed in jeopardy.
10. If an event of default occurs, the Bank may withhold any future
advances and may declare that the Obligations shall immediately become due and
payable in full, and the Bank may proceed to enforce payment of the Obligations
and the Customer and the Bank shall have, in addition to any other rights and
remedies provided by law, the rights and remedies of a debtor and a secured
party respectively under the PPSA and other applicable legislation and those
provided by this Agreement. The Bank may take possession of the Collateral,
enter upon any premises of the Customer, otherwise enforce this Agreement and
enforce any rights of the Customer in respect of the Collateral by any manner
permitted by law and may use the Collateral in the manner and to the extent that
the Bank may consider appropriate and may hold, insure, repair, process,
maintain, protect, preserve, prepare for disposition and dispose of the same and
may require the Customer to assemble the Collateral and deliver or make the
Collateral available to the Bank at a reasonably convenient place designated by
the Bank.
11. Where required to do so by the PPSA, the Bank shall give to the
Customer the written notice required by the PPSA of any intended disposition of
the Collateral by serving such notice personally on the Customer or by mailing
such notice by registered mail to the last known post office address of the
Customer or by any other method authorized permitted by the PPSA.
12. If an event of default occurs, the Bank may take proceedings in any
court of competent jurisdiction for the appointment of a receiver (which term
shall include a receiver and manager) of the Collateral or may by appointment in
writing appoint any person to be a receiver of the Collateral and may remove any
receiver so appointed by the Bank and appoint another in his stead; and any such
receiver appointed by instrument in writing shall, to the extent permitted by
applicable law or to such lesser extent permitted, have all of the rights,
benefits and powers of the Bank hereunder or under the PPSA or otherwise and
without limitation have power (a) to take possession of the Collateral, (b) to
carry on all or any part or parts of the business of the Customer, (c) to borrow
money required for the seizure, retaking, repossession, holding, insurance,
repairing, processing, maintaining, protecting, preserving, preparing for
disposition, disposition of the Collateral and for any other enforcement of this
Agreement or for the carrying on of the business of the Customer on the security
of the Collateral in priority to the security interest created under this
Agreement, and (d) to sell, lease or otherwise dispose of the whole or any part
of the Collateral at public auction, by public tender or by private sale, lease
or other disposition either for cash or upon credit, at such time and upon such
terms and conditions as the receiver may determine provided that if any such
disposition involves deferred payment the Bank will not be accountable for and
the Customer will not be entitled to be credited with the proceeds of any such
disposition until the monies therefor are actually received; and further
provided that any such receiver shall be deemed the agent of the Customer and
the Bank shall not be in any way responsible for any misconduct or negligence of
any such receiver.
13. Any proceeds of any disposition of any Collateral may be applied by
the Bank to the payment of expenses incurred or paid in connection with seizing,
repossessing, retaking, holding, repairing, processing, insuring, preserving,
preparing for disposition and disposing of the Collateral (including reasonable
solicitor's fees and legal expenses and any other reasonable expenses), and any
balance of such proceeds may be applied by the Bank towards the payment of the
Obligations in such order of application as the Bank may from time to time
effect. All such expenses and all amounts borrowed on the security of the
Collateral under paragraph 12 shall bear interest at the rate of 3% per annum
over the Prime Lending Rate of the Bank in effect from time to time, shall be
payable by the Customer upon demand and shall be Obligations under this
Agreement. If the disposition of the Collateral fails to satisfy the Obligations
secured by this Agreement and the expenses incurred by the Bank, the Customer
shall be liable to pay any deficiency to the Bank on demand.
14. The Customer and the Bank further agree that:
(a) the Bank may grant extensions of time and other indulgences, take and
give up security, accept compositions, grant releases and discharges and
otherwise deal with the Customer, debtors of the Customer, sureties and
others and with the Collateral or other security as the Bank may see fit
without prejudice to the liability of the Customer and the Bank's rights
under this Agreement;
(b) this Agreement shall not be considered as satisfied or discharged by any
intermediate payment of all or any part of the Obligations but shall
constitute and be a continuing security to the Bank for a current or
running account and shall be in addition to and not in substitution for
any other security now or hereafter held by the Bank;
(c) nothing in this Agreement shall obligate the Bank to make any loan or
accommodation to the Customer or extend the time for payment or
satisfaction of the Obligations;
(d) any failure by the Bank to exercise any right set out in this Agreement
shall not constitute a waiver thereof; nothing in this Agreement or in
the Obligations secured by this Agreement shall preclude any other remedy
by action or otherwise for the enforcement of this Agreement or the
payment in full of the Obligations secured by this Agreement;
(e) all rights of the Bank under this Agreement shall be assignable and in
any action brought by an assignee to enforce such rights, the Customer
shall not asset against the assignee any claim or defence which the
Customer now has or many hereafter have against the Bank;
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(f) all rights of the Bank under this Agreement shall enure to the benefit of
its successors and assigns and all obligations of the Customer under this
Agreement shall bind the Customer, his heirs, executors, administrators,
successors and assigns;
(g) if more than one Customer executes this Agreement, their obligations
under this Agreement shall be joint and several, and the Obligations
shall include those of all or any one or more of them;
(h) if the Customer is a corporation, the Limitation of Civil Rights Act of
the province of Saskatchewan shall have no application to this Agreement,
or to any agreement or instrument renewing or extending or collateral to
this Agreement or to the rights, powers or remedies of the Bank under
this Agreement;
(i) this Agreement shall be governed in all respects by the laws of the
jurisdiction in which the Branch of the Bank mentioned in paragraph 1 is
located;
(j) the time for attachment of the security interest created hereby has not
been postponed and is intended to attach when this Agreement is signed by
the Customer and attaches at that time to Collateral in which the
Customer then has any right, title or interest and attaches to Collateral
in which the Customer subsequently acquires any right, title or interest
at the time when the Customer first acquires such right, title or
interest.
The Customer acknowledges receiving a copy of this Agreement.
The Customer expressly waives the right to receive a copy of any financing
statement or financing change statement which may be registered by the Bank in
connection with this Agreement or any verification statement issued with respect
thereto where such waiver is not otherwise prohibited by law.
Signed this 14th day of December, 2001
Customer: PRIMES DE LUXE INC.
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Witness:
by: /s/ Anthony R. Calandra
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Authorized Signing Officer
by:
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Authorized Signing Officer
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IF GIVEN BY
FULL NAME AND ADDRESS OF THE CUSTOMER (FOR INDIVIDUAL(S), INSERT INDIVIDUAL(S)
FIRST GIVEN NAME, INITIAL OF SECOND GIVEN NAME, (FULL SECOND NAME IN RECORDDATE OF BIRTH SEX
ALBERTA AND BRITISH COLUMBIA) IF ANY, THEN SURNAME) DAY, MONTH, YEAR M F
</Table>
SCHEDULE "A"
(Description of Collateral)
If space is insufficient attach additional page headed Page 2 of Schedule "A".
SCHEDULE "B"
Customer will keep all Collateral at its locations in the following provinces:
1. Ontario
2. Quebec
If space is insufficient attach additional page headed Page 2 of Schedule "B".
DATE RECEIVED
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RECORDED.....
APPROVED.....
E.O AUDITOR..
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