EXHIBIT 10.24
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
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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(s), 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.
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
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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:
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(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 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
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generally accepted accounting principles consistently applied,
proper books of account for Debtor's business as well as accurate
and complete records concerning Collateral, and mark 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 manner 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 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.
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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 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.
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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;
(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.
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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, sue 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,
licence 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
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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 sue 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.
(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.
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(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 any one
acquiring or who may acquire an interest in the Security Interest or
the Collateral from the Bank or any one acting on behalf of the
Bank.
(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(k) 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.
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(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.
(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.
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(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
SURNAME (LAST NAME) FIRST NAME SECOND NAME BIRTH DATE
YEAR MONTH DAY
ADDRESS OF INDIVIDUAL DEBTOR CITY PROVINCE POSTAL CODE
SURNAME (LAST NAME) FIRST NAME SECOND NAME BIRTH DATE
YEAR MONTH DAY
ADDRESS OF INDIVIDUAL (IF CITY PROVINCE POSTAL CODE
DIFFERENT FROM ABOVE)
BUSINESS DEBTOR
NAME OF BUSINESS DEBTOR
ASPREVA PHARMACEUTICALS CORPORATION
ADDRESS OF BUSINESS DEBTOR CITY PROVINCE POSTAL CODE
1201 4464 MARKHAM STREET VICTORIA BC V8Z 7X8
-14-
TRADE NAME (IF APPLICABLE)
TRADE NAME OF DEBTOR
PRINCIPAL ADDRESS (IF CITY PROVINCE POSTAL CODE
DIFFERENT FROM ABOVE)
IN WITNESS WHEREOF Debtor has executed this Security Agreement this 28th day of
April, 2004.
ASPREVA PHARMACEUTICALS CORPORATION
/s/ RICHARD GLICKMAN
-------------------------- [SEAL]
____________________________
WITNESS
/s/ BRUCE COUSINS
-------------------------- [SEAL]
____________________________
WITNESS
BRANCH ADDRESS
GREATER VICTORIA BUSINESS BANKING CENTRE
2ND FL 707 FORT ST
VICTORIA, BC
V8W 3G3
SCHEDULE "A"
(ENCUMBRANCES AFFECTING COLLATERAL)
SCHEDULE "B"
1. Locations of Debtor's Business Operations
1201 4464 MARKHAM STREET, VICTORIA, BC
2. Locations of Records relating to Collateral (if different from 1. above)
3. Locations of Collateral (if different from 1. above)
SCHEDULE "C"
(DESCRIPTION OF PROPERTY)