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Amendment No. 1
to the
Business Credit Agreement
dated November 26, 1997
Between Canadian Imperial Bank of Commerce ("CIBC") and the Customer noted below
Customer: Sysgold Ltd. CIBC Branch/Centre:
CIBC Place
000 - 0xx Xxxxxx XX, 0xx Xxxxx
Xxxxxxx, Xxxxxxx
Amendments. The Agreement is amended as follows:
Operating line limit increased to $500,000 and based on same margin
requirements.
Conditions.
1. Life insurance covering the life of Xxx Xxxxxx to be obtained for coverage
up to $520,000.
2. Renewal/amendment fee of .5% ($2,600) will be collected.
All other terms and conditions remain unchanged.
Other Matters (1) The term "the Agreement" means the Business Credit Agreement
referred to above, as it may have been revised up to the date of this Amendment.
(2) Except as revised by this Amendment, the Agreement remains in full force.
Dated as of: April 16, 1998
For CIBC: R.E. (Bob) Xxxxx, Manager, Knowledge Based
For the Customer: Xxx Xxxxxx, President
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CORPORATE VISA * APPLICATION
The undersigned requests CANADIAN IMPERIAL BANK OF COMMERCE (the "Bank") to open
a VISA account in the name of the undersigned and to issue a CIBC VISA Card
Account, renewals and replacements (the "Cards") to the undersigned in the
following name or style.
(max. 25 spaces no symbols) and bearing the names of the individual customers
designated on the reverse and such other individuals as the undersigned may
advise the Bank from time to time. Such cards shall have an aggregate credit
limit of $20,000 or such other amount as the Bank approves from time to time.
The undersigned agrees to be bound, with respect to each Card, by the provisions
of the following Corporate VISA Agreement as amended from time to time
DATED this 9 day of December,1997. SysGold Ltd.
CORPORATE VISA AGREEMENT
1. In this Agreement the "Customer" is the corporation or firm in whose name or
style Canadian Imperial Bank of Commerce (the "Bank") has opened a VISA account
(the "Account") and whose name or style is embossed on a CIBC VISA Card Account
(the "Card"). The Customer shall pay the Bank in full, at the address designated
by the Bank and by the Payment Due Date specified on the monthly statement
prepared by the Bank, the amount of all sales drafts, Convenience Cheques and
cash advances (including cash advances referred to in section 7(b) hereof if
such service is applicable to this Agreement pursuant to section 7(a) hereof) in
respect of which the Card has been used and all fees and other charges specified
on the statement (collectively, the "Indebtedness") and any interest accrued
thereon.
2. Interest on Indebtedness is charged as follows:
(a) interest on cash advances is charged, for any particular day, on the
amount of such advances exceeding $100 outstanding on such day;
(b) interest on Indebtedness other than cash advances is charged from the
day it is charged to the Account, except that interest is not charged on any
such other Indebtedness which appears on a statement for the first time if the
entire balance shown on the statement is paid in full by the statement's Payment
Due Date'
(c) interest is charged at a daily rate of 0.04520% (16.50% per year);
(d) interest is calculated by totalling the interest-bearing Indebtedness
owing at the end of each day in the period in question and multiplying the
result by the daily interest rate.
3. The Customer will pay an annual fee of $20.00 for each Card and such other
fees and charges as may be described in any notice or monthly statement sent to
the customer from time to time.
4. The Customer will ensure that the Card is used to incur Indebtedness for
business rather than personal purposes. The Customer will also ensure that the
Card is not used to incur Indebtedness in excess of the Card's credit limit and
not after its embossed expiry date, and that the Card is not used to facilitate
the cashing of cheques. Nevertheless, the Customer will be liable for all
Indebtedness incurred in contravention of these provisions and all loss suffered
by the Bank as a result of any such contravention. The Bank shall have no
obligation to notify the Customer if the Card is used in contravention, of these
provisions (whether or not the Bank shall have given such notice at any previous
time or times).
5. The Customer is liable for all Indebtedness and interest on it (whether or
not the Indebtedness is incurred by the individual named on it unless the Card
is lost or stolen. In the case of loss or theft, the Customer is liable, until
notification of the loss or theft has been received by the Bank, for a maximum
of $50 for unauthorized use except, if the Bank's Instant Teller service is
applicable to this Agreement pursuant to section 7(a) hereof, as otherwise
provided in the Bank's Instant Teller agreement as amended from time to time.
6. The Bank will not be liable if the Card is not honoured at any time. All
claims, including any right of set-off by the Customer, and all disputes
regarding any credit voucher or any transaction involving the Card must be
settled directly between the Merchant and the Customer. The Bank will credit the
Account upon receipt of a Merchant's credit voucher for a purchase made with the
Card. If the Bank has not received a credit voucher when a monthly statement is
prepared, the balance shown on the statement must be paid as required by this
Agreement, and any credit will appear on a subsequent statement following the
Bank's receipt of the voucher.
7. (a) The Bank's Instant Teller service is applicable to this Agreement if
the "Daily Instant Teller Withdrawal Limit" section on the reverse is completed
in respect of any one or more individuals listed thereon, or listed on any form
which requests the issuance of Card(s) for use by such individual(s), or if the
Customer and the Bank at any time agree that such service should be applicable
to this Agreement.
(b) The Customer acknowledges that the Card may be used to obtain cash
advances at any automated banking machine which is part of the Bank's Instant
Teller service and agrees to be bound by the terms of the Bank's Instant Teller
agreement, as amended from time to time. The Customer acknowledges receipt of a
copy of such agreement. Notwithstanding the terms of such agreement-
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(i) all cash advances referred to in 7(b) above will be debited to the
Account;
(ii) the term "Customer" as used in such agreement shall mean the
Customer, except that the Customer may permit the individual named on the Card
to exercise the Customer's rights thereunder; and
(iii) the Secret Code associated with the Card shall be sent to the
individual named on the Card, and section 10 of the Bank's Instant Teller
agreement shall be deemed to refer to such individual's failure to maintain the
confidentiality of such Secret Code or to keep such Code and Card separate.
The provision of this section 7(b) shall apply only if the Bank's
Instant Teller service is applicable to this Agreement in accordance with the
provisions of section 7(a) hereof.
8. A purchase, credit voucher, cash advance or Convenience Cheque incurred in a
foreign currency will be charged to the account in Canadian dollars. The Bank
determines a rate of exchange which reflects cost of foreign funds and an
administration charge for transaction handling through the VISA International
Network. A service charge will also be applied for a Convenience Cheque written
in a foreign currency.
9. If the Customer does not notify the Bank in writing within 30 days after the
date of a consolidated statement summary or monthly statement of any error or
omission, the statement will be conclusively settled to be complete and correct
except for any amount improperly credited to the Account. A microfilm or other
copy of a sales draft, cash advance draft, credit voucher or other document
relating to a transaction involving the Card will be sufficient to establish
liability.
10. This Agreement may be cancelled by either the Customer or the Bank without
notice. On cancellation, all Indebtedness and other amounts owing hereunder
shall become due and payable. Cancellation shall not affect the Customer's
liability for Indebtedness or interest (whether incurred before or after
cancellation).
11. The Card is the Bank's property and the Bank may revoke and take possession
of it, without refund of any part of the annual fee, upon cancellation of this
Agreement or breach of any obligation contained herein. The Customer shall
immediately return the Card to the Bank on termination of employment of the
individual named on it, on advice by the Bank of revocation of the Card or on
cancellation of this Agreement.
12. Unless otherwise notified, the Bank shall send all notices, monthly
statements, consolidated statement summaries and other communications with the
Customer as follows:
Address: 000, 000 - 0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx X0X 0X0
13. This Agreement may be amended from time to time by the Bank, and each
amendment shall take effect 30 days after a copy thereof, placed in an envelope
and addressed to the Customer, has been deposited in a mail box. An amendment
may apply both to existing indebtedness and to indebtedness arising after the
amendment is made.
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SECURITY AGREEMENT
Branch: 000 - 0xx Xxxxxx X.X., Xxxxxxx, XX X0X 0X0
For valuable consideration, the undersigned (the "Customer") agrees with
Canadian Imperial Bank of Commerce ("CIBC") as follows:
1. Grant of Security. The Customer mortgages, charges and assigns to CIBC, and
grants to CIBC, and CIBC takes, a Security Interest in the property described in
the following paragraph or paragraphs of this section (as applicable in
accordance with the NOTE appearing at the end of this section), and in all
property described in any schedules, documents or listings that the Customer may
from time to time sign and provide to CIBC in connection with this Agreement,
and in all present and future Accessions to, and all Proceeds of, any such
property (collectively, the "Collateral") as a general and continuing collateral
security for the due payment and performance of the Liabilities:
(a) Specific Personal Property: the Personal Property described in
Schedule A.
(b) All Personal Property: all of the Customer's present and
alter-acquired undertaking and Personal Property (including any property that
may be described in Schedule A).
(c) All Real Property: all of the Customer's present and after-acquired
real property (including any property that may be described in Schedule A),
together with all buildings placed, installed or erected on any such property
and all fixtures.
NOTE: check appropriate box or boxes to indicate which of paragraphs (a), (b) or
(c) are to apply. If no box is checked off, paragraph (b) will apply.
2. Governing law. This Agreement is governed by the laws of Alberta
ADDITIONAL TERMS AND CONDITIONS. THE ADDITIONAL TERMS AND CONDITIONS (INCLUDING
ANY SCHEDULES) ON THE FOLLOWING PAGES FORM PART OF THIS AGREEMENT
The Customer has signed this Agreement on December 11, 1997
Customers Name in Full: SysGold Ltd.
#000, 000 - 0 Xxxxxx X.X., Xxxxxxx, XX X0X 0X0
Note: If the Customer is a corporation, the office (such as "President" or
"Secretary") of the person signing should be noted below that person's
signature.
FOR INDIVIDUALS ONLY, record the following information:
First and second names in full; surname
Birth Date:
Sex: M/F
*For Alberta, Ontario, Saskatchewan and the Yukon, record: day/month/year.
For British Columbia, Manitoba, New Brunswick and Nova Scotia, record:
year/month/day.
BANK COPY
Schedule A
The following is description of property included in the Collateral (describe
personal property item or kind; if s pace is insufficient, use a separate
sheet):
Schedule B
The following are the Places of Business (if space is insufficient, use a
separate sheet)
BANK COPY
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ADDITIONAL TERMS AND CONDITIONS
3. Places of Business. The Customer represents and warrants that the locations
of all existing Places of Business are specified in Schedule B. The Customer
will promptly notify CIBC in writing of any additional Places of Business as
soon as they are established. Subject to section 5, the Collateral will at all
times be kept at the Places of Business and will not be removed without CIBC's
prior written consent.
4. Collateral Free of Charges. The Customer represents and warrants that the
Collateral is and agrees that the Collateral will at all times be, free of any
Charge or trust except in favour of CIBC or incurred with CIBC's prior written
consent. CIBC may, but will not have to pay any amount or take any action
required to remove or redeem any unauthorized Charge. The Customer will
immediately reimburse CIBC for any amount so paid and will indemnify CIBC in
respect of any action so taken.
5. Use of Collateral. The Customer will not, without CIBC's prior written
consent, sell, lease or otherwise dispose of any of the Collateral (other than
inventory, which may be sold leased or otherwise disposed of in the ordinary
course of the Customer's business). All Proceeds of the Collateral (including
among other things all amounts received in respect of Receivables), whether or
not arising in the ordinary course of the Customer's business, will be received
by the Customer as trustee for CIBC and will be immediately paid to CIBC.
6. Insurance. The Customer will keep the Collateral insured to its full
insurable value against loss or damage by fire and such other risks as are
customarily insured for property similar to the Collateral (and against such
other risks as CIBC may reasonably require). At CIBC's request, all policies in
respect of such insurance will contain a loss payable clause, and if the
Collateral includes real property will contain a mortgage clause, in favour of
CIBC and in any event the Customer assigns all proceeds of insurance on the
Collateral to CIBC. The Customer will, from time to time at CIBC's request,
deliver such policies (or satisfactory evidence of such policies) to CIBC. If
the Customer does not obtain or maintain such insurance, CIBC may, but will not
have to, do so. The Customer will immediately reimburse CIBC for any amount so
paid. The Customer will promptly give CIBC written notice of any loss or damage
to all or any part of the Collateral.
7. Information and Inspection. The Customer will from time to time immediately
give CIBC in writing all information requested by CIBC relating to the
Collateral, the Places of Business and the Customer's financial or business
affairs. The Customer will promptly advise CIBC of the Serial Number, model
year, make and model of each Serial Number Good at any time included in the
Collateral that is held as Equipment, including in circumstances where the
Customer ceases holding such Serial Number Good as Inventory and begins holding
it as Equipment. CIBC may from time to time inspect any Books and Records and
any Collateral, wherever located. For that purpose CIBC may, without charge,
have access to each Place of Business and to all mechanical or electronic
equipment devices and processes where any of them may be stored or from which
any of them may be retrieved. The Customer authorizes any Person holding any
Books and Records to make them available to CIBC, in a readable form, upon
request by CIBC.
8. Receivables. If the Collateral includes Receivables, CIBC may advise any
Person who is liable to make any payment to the Customer of the existence of
this Agreement. CIBC may from time to time confirm with such Persons the
existence and the amount of the Receivables. Upon Default, CIBC may collect and
otherwise deal with the Receivables in such manner and upon such terms as CIBC
considers appropriate.
9. Receipts Prior to Default. Until Default, all amounts received by CIBC as
Proceeds of the Collateral will be applied on account of the Liabilities in such
manner and at such times as CIBC may consider appropriate or, at CIBC's option,
may be held unappropriated in a collateral account or released to the Customer.
10. Default.
(1) Events of Default. The occurrence of any of the following events or
conditions will be a Default:
(a) the Customer does not pay any of the Liabilities when due;
(b) the Customer does not observe or perform any of the Customer's
obligations under this Agreement or any other agreement or document existing at
any time between the Customer and CIBC;
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(c) any representation, warranty or statement made by or on behalf of the
Customer to CIBC is untrue in any material respect at the time when or as of
which it was made;
(d) the Customer ceases or threatens to cease to carry on in the normal
course the Customer's business or any material part thereof;
(e) if the Customer is a .corporation, there is, in CIBC's reasonable
opinion, a change in effective control of the Customer, or if the Customer is a
partnership, there is a dissolution or change in the membership of the
partnership;
(f) the Customer becomes insolvent or bankrupt or makes a proposal or
files an assignment for the benefit of creditors under the Bankruptcy Act
(Canada) or similar legislation in Canada or any other jurisdiction; a petition
in bankruptcy is filed against the Customer; or, if the Customer is a
corporation, steps are taken under any legislation by or against the Customer
seeking its liquidation, winding~up, dissolution or reorganization or any
arrangement or composition of its debts;
(g) a Receiver, trustee, custodian or other similar official is appointed
in respect of the Customer or any of the Customer's property;
(h) the holder of a Charge -takes possession of all or any part of the
Customer's property, or a distress, execution or other similar process is levied
against all or any part of such property; or
(i) CIBC, in good faith and upon commercially reasonable grounds,
believes that the prospect of payment or performance is or is about to be
impaired or that the Collateral is or is about to be placed in jeopardy.
(2) Rights upon Default. Upon Default, CIBC and a Receiver, as applicable, will
to the extent permitted by law have the following rights.
(a) Appointment of Receiver. CIBC may by instrument in writing appoint
any Person as a Receiver of all or any part of the Collateral. CIBC may from
time to time remove or replace a Receiver, or make application to any court of
competent jurisdiction for the appointment of a Receiver. Any Receiver appointed
by CIBC will (for purposes relating to responsibility for the Receiver's acts or
omissions) be considered to be the Customer's agent. CIBC may from time to time
fix the Receiver's remuneration and the Customer will pay CIBC the amount of
such remuneration. CIBC will not be liable to the Customer or any other Person
in connection with appointing or not appointing a Receiver or in connection with
the Receiver's actions or omissions.
(b) Dealings with the Collateral. CIBC or a Receiver may take possession
of all or any part of the Collateral and retain it for as long as CIBC or the
Receiver considers appropriate, receive any rents and profits from the
Collateral, carry on (or concur in carrying on) all or any part of the
Customer's business or refrain from doing so, borrow on the security of the
Collateral, repair the Collateral, process the Collateral, prepare the
Collateral for sale, lease or other disposition, and sell or lease (or concur in
selling or leasing) or otherwise dispose of the Collateral on such terms and
conditions (including among other things by arrangement providing for deferred
payment) as CIBC or the Receiver considers appropriate. CIBC or the Receiver may
(without charge and to the exclusion of all other Persons including the
Customer) enter upon any Place of Business.
(c) Realization. CIBC or a Receiver may use, collect, sell, lease or
otherwise dispose of, realize upon, release to the Customer or other Persons and
otherwise deal with, the Collateral in such manner, upon such terms (including
among other things by arrangement providing for deferred payment) and at such
times as CIBC or the Receiver considers appropriate. CIBC or the Receiver may
make any sale, lease or other disposition of the Collateral in the name of and
on behalf of the Customer or otherwise.
(d) Application of Proceeds After Default. All Proceeds of Collateral
received by CIBC or a Receiver may be applied to discharge or satisfy any
expenses (including among other things the Receiver's remuneration and other
expenses of enforcing CIBC's rights under this Agreement), Charges, borrowings,
taxes and other outgoings affecting the Collateral or which are considered
advisable by CIBC or the Receiver to preserve, repair, process, maintain or
enhance the Collateral or prepare it for sale, lease or other disposition, or to
keep in good standing any Charges on the Collateral ranking in priority to any
Charge created by this Agreement, or to sell, lease or otherwise dispose of the
Collateral. The balance of such
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Proceeds. will be applied to the Liabilities in such manner and at such times as
CIBC considers appropriate and thereafter will be accounted for as required by
law.
(3) Other Legal Rights. Before and after Default, CIBC will have, in addition to
the rights specifically provided in this Agreement, the rights of a secured
party under the PPSA, as well as the rights recognized at law and in equity. No
right will- be exclusive of or dependent upon or merge in any other right, and
one or more of such rights may be exercised independently or in combination from
time to time.
(4) Deficiency. The Customer will remain liable to CIBC for payment of any
Liabilities that are outstanding following- realization of all or any part of
the Collateral,
11. CIBC not Liable, CIBC will not be liable to the Customer or any other Person
for any failure or delay in exercising any of its rights under this Agreement
(including among other things any failure to take possession of, collect, or
sell, lease or otherwise dispose of, any Collateral). None of CIBC, a Receiver
or any agent of CIBC (including, in Alberta, any sheriff) is required to take,
or will have any liability for any failure to take or delay in taking, any steps
necessary or advisable to preserve rights against other Persons under any
Chattel Paper, Securities or Instrument in possession of CIBC, a Receiver or
CIBC's agent.
12. Charges and Expenses. The Customer agrees to pay on demand all costs and
expenses incurred (including among other things legal fees on a solicitor and
client basis) and fees charged by CIBC in connection with obtaining or
discharging this Agreement or establishing or confirming the priority of the
Charges created by this Agreement or by law, compliance with any demand by any
Person under the PPSA to amend or discharge any registration relating to this
Agreement, and by CIBC or any Receiver in exercising any remedy under this
Agreement (including among other things preserving, repairing, processing,
preparing for disposition and disposing of the Collateral by sale, lease or
otherwise) and in carrying on the Customer's business. All such amounts will
bear interest from time to time at the highest interest rate then applicable to
of the Liabilities, and the Customer will reimburse CIBC upon demand for any
amount so paid.
13. Further Assurances. The Customer will from time to time immediately upon
request by CIBC take such action (including among other things the signing and
delivery of financing statements and financing change statements, other
schedules, documents or listings describing property included in the Collateral,
further assignments and other documents, and the registration of this Agreement
or any other Charge against any of the Customer's real property) as CIBC may
require in connection with the Collateral or as CIBC may consider necessary to
give effect to this Agreement. If permitted by law, the Customer waives the
right to sign or receive a copy of any financing statement or financing change
statement, or any statement issued by any registry that confirms any
registration of a financing statement or financing change statement, relating to
this Agreement. The Customer irrevocably appoints the Manager or the Acting
Manager from time to time of CIBC's branch specified on the first page of this
Agreement as the Customer's attorney (with hill powers of substitution and
delegation) to sign, upon Default, all documents required to give effect to this
section. Nothing in this section affects the right of CIBC as secured party, or
any other Person on CIBC's behalf, to sign and file or deliver (as applicable)
all such financing statements, financing change statements, notices,
verification agreements and other documents relating to the Collateral and this
Agreement as CIBC or such other Person considers appropriate.
14. Dealings by CIBC. CIBC may from time to time increase, reduce, discontinue
or otherwise vary the Customer's credit facilities, grant extensions of time and
other indulgences, take and give up any Charge, abstain from taking, perfecting
or registering any Charge, accept compositions, grant releases and discharges
and otherwise deal with the Customer, customers of the Customer, guarantors and
others, and with the Collateral and any Charges held by CIBC, as CIBC considers
appropriate without affecting the Customer's obligations to CIBC or CIBC's
rights under this Agreement.
15. Definitions. In this Agreement:
"Accessions", "Account", "Chattel Paper", "Document of Title", "Equipment",
"Goods", "Instrument", "Intangible", "Inventory", "Proceeds", "Purchase-Money
Security Interest" and "Security Interest" have the respective meanings given to
them in the PPSA.
"Books and Records" means all books, records, files, papers, disks, documents
and other repositories of data recording, evidencing or relating to the
Collateral to which the Customer (or any Person on the Customer's behalf) has
access.
"Charge" means any mortgage, charge, pledge, hypothecation, lien (statutory or
otherwise), assignment, financial lease, title retention agreement or
arrangement, security interest or other encumbrance of any
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nature however arising, or any other security agreement or arrangement creating
in favour of any creditor a right in respect of a particular property that is
prior to the right of any other creditor in respect of such property.
"Consumer Goods" has the meaning given to it in the PPSA, except that, if this
Agreement is governed by the laws of the Yukon, it does not include special
consumer goods as that term is defined in the Yukon PPSA.
"Default" has the meaning set out in subsection 10(1).
"Liabilities means all present and future indebtedness and liability of every
kind, nature and description (whether direct or indirect, joint or several,
absolute or contingent, matured or unmatured) of the Customer to CIBC, wherever
and however incurred and any unpaid balance thereof,
"Money" has the meaning given to it in the PPSA or, if there is no such
definition, means a medium of exchange authorized or adopted by the Parliament
of Canada as part of the currency of Canada, or by a foreign government as part
of its currency.
"Person" means any natural person or artificial body (including among others any
firm, corporation or government),
"Personal Property" means personal property and includes among other things
Inventory, Equipment, Receivables, Books and Records, Chattel Paper, Goods,
Documents of Title, Instruments, Intangibles (including intellectual property),
Money, and Securities, and includes all Accessions to such property.
"Place of Business" means a location where the Customer carries on business or
where any of the Collateral is located (including any location described in
Schedule B).
"PPSA" means the legislation that applies in the province or territory noted in
section 2 of this Agreement, as such legislation may be amended, renamed or
replaced from time to time (and includes all regulations from time to time made
under such legislation) as follows: in the case of Ontario, the Personal
Property Security Act, 1989; in the case of Alberta, British Columbia, Manitoba,
Xxxxxx Xxxxxx Island, Saskatchewan and the Yukon Territory, the Personal
Property Security Act; and in the case of any other province or territory, such
legislation as deals generally with Charges on personal property.
"Receivables" means all debts, claims and choses in action (including among
other things Accounts and Chattel Paper) now or in the future due or owing to or
owned by the Customer.
"Receiver" means a receiver or a receiver and manager.
"Securities" has the meaning given to it in the PPSA or, if there is no such
definition and the PPSA defines "security" instead, it means the plural of that
term.
"Serial Number" means the number that the Person who manufactured or constructed
a Serial Number Good permanently marked or attached to it for identification
purposes or, if applicable, such other number as the PPSA stipulates as the
serial number or vehicle information number to be used for registration purposes
of such Serial Number Good.
"Serial Number Good" means a motor vehicle, trailer, mobile home, aircraft
airframe, aircraft engine or aircraft propeller, boat or an outboard motor for a
boat.
16. General.
(1) Reservation of the Last Day of any Lease. The Charges created by this
Agreement do not extend to the day of the term of any lease or agreement for
lease; however, the Customer will hold such last day in trust for CIBC and, upon
the exercise by CIBC of any of its rights under this Agreement following
Default, will assign such last day as directed by CIBC.
(2) Attachment of Security Interest. The Security Interests created by this
Agreement are intended to attach (i) to existing Collateral when the Customer
signs this Agreement, and (ii) to Collateral subsequently acquired by the
Customer, immediately upon the Customer acquiring any rights in such Collateral.
The parties do not intend to postpone the attachment of any Security Interest
created by this Agreement.
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(3) Purchase-Money Security Interest. If CIBC gives value for the purpose of
enabling the Customer to acquire rights in or to any of the Collateral, the
Customer will in fact apply such value to acquire those rights (and will provide
CIBC with such evidence in this regard as CIBC may require), and the Customer
grants to CIBC, and CIBC takes, a Purchase-Money Security Interest in such
Collateral to the extent that the value is applied to acquire such rights. A
certificate or affidavit of any of CIBC's authorized representatives is
admissible in evidence to establish the amount of any such value,
(4) Description of Collateral in Schedule A. The fact that box (b) or box (c) of
section 1 has been checked without there being any property described in
Schedule A does not affect the nature or validity of CIBC's security in the
Collateral.
(5) Entire Agreement. CIBC has not made any representation or undertaken any
obligation in connection with the subject matter of this Agreement other than as
specifically set out in this Agreement, and in particular nothing contained in
this Agreement will require CIBC to make, renew or extend the time for payment
of any loan or other credit accommodation to the Customer or any other Person.
(6) Additional Security. The Charges created by this Agreement are in addition
and without prejudice to any other Charge now or later held by CIBC. No Charge
held by CIBC will be exclusive of or dependent upon or merge in any other
Charge, and CIBC may exercise its rights under such Charges independently or in
combination.
(7) Joint and Several Liability. If more than one Person signs this Agreement as
the Customer, the obligations of such Persons will be joint and several.
(8) Severability; Headings. Any provision of this Agreement that is void or
unenforceable in any jurisdiction is, as to that jurisdiction, ineffective to
that extent without invalidating the remaining provisions of this Agreement. The
headings in this Agreement are for convenience only and do not limit or extend
the provisions of this Agreement.
(9) Interpretation. When the context so requires, the singular will be read as
the plural, and vice versa.
(10) Copy of Agreement. The Customer acknowledges receipt of a copy of this
Agreement.
(11) Waivers. If this Agreement is governed by the laws of Saskatchewan and the
Customer is a corporation, the Customer agrees that The Limitation of Civil
Rights Act, The Land Contracts (Actions) Act and Part W (excepting only section
46) of The Saskatchewan Farm Security Act do not apply insofar as they relate to
actions as defined in those Acts, or insofar as they relate to or affect this
Agreement, the rights of CIBC Under this Agreement or any instrument, Charge,
security agreement or other document of any nature that renews, extends or is
collateral to this Agreement.
(12) Notice. CIBC may send to the Customer, by prepaid regular mail addressed to
the Customer at the Customer's address last known to CIBC, copies of any
document required by the PPSA to be delivered by CIBC to the Customer. Any
document mailed in this manner will be deemed to have been received by the
Customer upon the earlier of actual receipt by the Customer and the expiry of 10
days after the mailing date. A certificate or affidavit of any of CIBC's
authorized representatives is admissible in evidence to establish the mailing
date.
(13) Enurement; Assignment. This Agreement will enure to the benefit of and be
binding upon (i) CIBC, its successors and assigns, and (ii) the Customer and the
Customer's heirs, executors, administrators, successors and permitted assigns.
The Customer will not assign this Agreement without CIBC's prior written
consent.
