EXHIBIT 10.66
GUARANTEE
TO THE BANK OF NOVA SCOTIA
IN CONSIDERATION OF THE BANK OF NOVA SCOTIA (herein called the
"BANK") agreeing to deal with or to continue to deal with
Regal Greetings & Gifts Corporation
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(herein called the "Customer") the undersigned and each of them, if more than
one, hereby jointly and severally guarantees payment to the Bank of 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 or remaining
unpaid by the Customer to the Bank, 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 (such debts and liabilities being herein
called the "GUARANTEED LIABILITIES").
AND THE UNDERSIGNED and each of them, if more than one, ▇▇▇▇▇▇
jointly and severally agrees with the Bank as follows:
1. In this guarantee the "GUARANTOR" shall mean the undersigned, and
if there is more than one guarantor, it shall mean each of them.
2. This guarantee shall be a continuing guarantee of all the
guaranteed liabilities and shall apply to and secure any ultimate balance due or
remaining unpaid to the Bank; and this guarantee shall not be considered as
wholly or partially satisfied by the payment or liquidation at any time of any
sum of money for the time being due or remaining unpaid to the Bank.
3. The Bank shall not be bound to exhaust its recourse against the
Customer or others or any securities or other guarantees it may at any time hold
before being entitled to payment from the Guarantor, and the Guarantor renounces
all benefits of discussion and division.
4. The Guarantor's liability to make payment under this guarantee
shall arise forthwith after demand for payment has been made in writing on the
undersigned or any one of them, if more than one, and such demand shall be
deemed to have been effectually made when an envelope containing such demand
addressed to the undersigned or such one of them at the address of the
undersigned or such one of them last know to the Bank is posted, postage
prepaid, in the post office; and the Guarantor's liability shall bear interest
from the date of such demand at the rate set out in paragraph 5 hereof.
5. The rate of interest payable by the Guarantor form the date of a
demand for payment under this guarantee shall be the Bank's prime rate
applicable at the time of demand, PLUS 2% per annum.
6. Upon default in payment of any sum owing by the Customer to the
Bank at any time, the Bank may treat all guaranteed liabilities as due and
payable and may forthwith collect from the Guarantor the total amount hereby
guaranteed and may apply the sum so collected upon the guaranteed liabilities or
may place it to the credit of a special account. A written statement of a
Manager or Acting Manager of a branch of the Bank at which an account of the
Customer is kept or of a General Manager of the Bank as to the amount remaining
unpaid to the Bank at any time by the Customer shall, if agreed to by the
Customer, be conclusive evidence and shall, in any event, be PRIMA FACIE
evidence against the Guarantor as to the amount remaining unpaid to the Bank at
such time by the Customer.
7. This guarantee shall be in addition to and not in substitution for
any other guarantees or other securities which the Bank may now or hereafter
hold in respect of the guaranteed liabilities and the Bank shall be under no
obligation to marshal in favour of the Guarantor any other guarantees or other
securities or any moneys or other assets which the Bank may be entitled to
receive or may have a claim upon; and no loss of or in respect of or
unenforceability of any other guarantees of other securities which
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the Bank may now or hereafter hold in respect of the guaranteed liabilities,
whether occasioned by the fault of the Bank or otherwise, shall in any way limit
or lessen the Guarantor's liability.
8. Without prejudice to or in any way limiting or lessening the
Guarantor's liability and without obtaining the consent of or giving notice to
the Guarantor, the Bank may discontinue, reduce, increase or otherwise vary the
credit of the Customer, may grant time, renewals, extensions, indulgences,
releases and discharges to and accept compositions from or otherwise deal with
the Customer and others, including the Guarantor and any other guarantor as the
Bank may see fit, and the Bank may take, abstain from taking or perfecting,
vary, exchange, renew, discharge, give up, realize on or otherwise deal with
securities and guarantees in such manner as the Bank may see fit, and the Bank
may apply all moneys received from the Customer or others or from securities or
guarantees upon such parts of the guaranteed liabilities as the Bank may see fit
and change any such application in whole or in part from time to time.
9. Until repayment in full of all the guaranteed liabilities, all
dividends, compositions, proceeds of securities, securities valued or payments
received by the Bank from the Customer or others or from estates in respect of
the guaranteed liabilities shall be regarded for all purposes as payments in
gross without any right on the part of the Guarantor to claim the benefit
thereof in reduction of the liability under this guarantee, and the Guarantor
shall not claim any set-off or counterclaim against the Customer in respect of
any liability of the Customer to the Guarantor, claim or prove in the bankruptcy
or insolvency of the Customer in competition with the Bank or have any right to
be subrogated to the Bank.
10. This guarantee shall not be discharged or otherwise affected by
the death or loss of capacity of the Customer, by any change in the name of the
Customer, or in the membership of the Customer, if a partnership, or in the
objects, capital structure or constitution of the Customer, if a corporation, or
by the sale of the Customer's business or any part thereof or by the Customer
being amalgamated with a corporation, but shall, notwithstanding any such event,
continue to apply to all guaranteed liabilities whether theretofore or
thereafter incurred; and in the case of a change in the membership of a Customer
which is a partnership or in the case of the Customer being amalgamated with a
corporation, this guarantee shall apply to the liabilities of the resulting
partnership or corporation, and the term "Customer" shall include each such
resulting partnership and corporation.
11. All advances, renewals and credits made or granted by the Bank
purportedly to or for the Customer after the death, loss of capacity, bankruptcy
or insolvency of the Customer, but before the Bank has received notice thereof
shall be deemed to form part of the guaranteed liabilities; and all advances,
renewals and credits obtained from the Bank purportedly by or on behalf of the
Customer shall be deemed to form part of the guaranteed liabilities,
notwithstanding any lack or limitation of power, incapacity or disability of the
Customer or of the directors, partners or agents thereof, or that the Customer
may not be a legal or suable entity, or any irregularity, defect or informality
in the obtaining of such advances, renewals or credits, whether or not the Bank
had knowledge therof; and any such advances renewal or credit which may not be
recoverable from the undersigned as guarantor(s) shall be recoverable from the
undersigned and each of them, if more than one, jointly and severally as
principal debtor(s) in respect thereof and shall be paid to the Bank on demand
with interest at the rate set out in paragraph 5 hereof.
12. All debts and liabilities, present and future, of the Customer to
the Guarantor are hereby assigned to the Bank and postponed to the guaranteed
liabilities, and all moneys received by the Guarantor in respect thereof shall
be received in trust for the Bank and forthwith upon receipt shall be paid over
to the Bank, the whole without in any way lessening or limiting the liability of
the Guarantor under this guarantee; and this assignment and postponement is
independent of the guarantee and shall remain in full force and effect until
repayment in full to the Bank of all the guaranteed liabilities, notwithstanding
that the liability of the undersigned or any of them under this guarantee may
have been discharged or terminated.
13. The undersigned or any of them, if more than one, or his or their
executors or administrators, by giving thirty days' notice in writing to the
branch of the Bank at which the main account of the Customer is kept, may
terminate his or their further liability under this guarantee in respect of
liabilities of the Customer incurred or arising after the expiration of such
thirty days, but not in respect of
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any guaranteed liabilities incurred or arising before the expiration of such
thirty days even though not then matured; provided that notwithstanding receipt
of any such notice the Bank may fulfill any requirements of the Customer based
on agreements express or implied made prior to the expiration of such thirty
days and any resulting liabilities shall be covered by this guarantee; and
provided further that in the event of the termination of this guarantee as to
one or more of the undersigned, if more than one, it shall remain a continuing
guarantee as to the other or others of the undersigned.
14. This guarantee embodies all the agreements between the parties
hereto relative to the guarantee, assignment and postponement and none of the
parties shall be bound by any representation or promise made by any person
relative thereto which is not embodied herein; and it is specifically agreed
that the Bank shall not be bound by any representations or promises made by the
Customer to the Guarantor. Possession of this instrument by the Bank shall be
conclusive evidence against the Guarantor that the instrument was not delivered
in escrow or pursuant to any agreement that it should not be effective until any
condition precedent or subsequent has been complied with and this guarantee
shall be operative and binding notwithstanding the non-execution thereof by any
proposed signatory.
15. This guarantee shall be governed in all respects by the laws of
the Province or jurisdiction in which the Customer's main account with the Bank
is kept.
16. This guarantee shall not be discharge of affected by the death or
any disability of the undersigned or any of them, if more than one, and shall
enure to the benefit of and be binding upon the Bank, its successors and
assigns, and the Guarantor, his heirs, executors, administrators, successors and
assigns.
AS WITNESS the hand and seal of the Guarantor at Toronto, this 14th day of
December, 2001.
PRIMES DE LUXE INC.
Per: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ c/s
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Authorized Signing Officer
DATE RECEIVED
RECORDED
APPROVED
G.O. INSPECTOR
