EXHIBIT 2.11
THIS SECURITY AGREEMENT is made as of the 18th day of September, 1998.
BETWEEN:
ITC CANADA LIMITED, a body corporate under the laws of Nova
Scotia (the "Debtor")
OF THE ONE PART
-and-
NOVA SCOTIA BUSINESS DEVELOPMENT CORPORATION, a crown corporation of
the Province of Nova Scotia (the "Secured Party")
OF THE OTHER PART
1. SECURITY INTEREST
1.1 FOR VALUABLE CONSIDERATION the receipt and sufficiency whereof is hereby
acknowledged by the Debtor, the Debtor hereby mortgages, charges, assigns and
transfers to the Secured Party, and grants to the Secured Party a security
interest in, all the Debtor's right, title and interest in and to all now owned
or held and after acquired or held personal property, assets and undertakings of
the Debtor, of whatever nature or kind and wheresoever situate, and all proceeds
thereof and therefrom (all of which is hereinafter collectively called the
"COLLATERAL") including, without limiting the generality of the foregoing:
(a) all equipment, including, without limiting the generality of the
foregoing, machinery, tools, fixtures, furniture, furnishings,
chattels, motor vehicles, vessels and other tangible personal
property that is not Inventory, and all parts, components,
attachments, accessories, accessions, replacements, substitutions,
additions and improvements to any of the foregoing (all of which is
collectively called the "EQUIPMENT");
(b) all inventory, including, without limiting the generality of the
foregoing, goods acquired or held for sale or lease or famished
or to be furnished under contracts of rental or service, all raw
materials, work in process, finished goods, returned goods,
repossessed goods, and all packaging materials, supplies and
containers relating to or used or consumed in connection with any
of the foregoing (all of which is collectively called the
"INVENTORY");
(c) all debts, accounts, claims, demands, money and choses in action
which now are, or which may at any time hereafter be, due or owing
to or owned by the Debtor and all books, records, documents, papers
and electronically recorded data recordings, evidencing or relating
to such debts, accounts, claims, demands, money and choses in action
or any part thereof (all of which is collectively called the
"ACCOUNTS");
(d) all documents of title, chattel paper, instruments, securities and
money, and all other goods of the Debtor that are not Equipment,
Inventory or Accounts;
(e) all right, title, benefit and interest of the Company in and to
all registered or unregistered trademarks, trade and brand names,
service marks, copyrights and/or copyright materials and/or
materials capable of being copyrighted, designs, inventions,
patents, patent applications, patent rights (including any
patents issuing on such applications or rights), licences,
sublicences, franchises, formulae, processes, technology
courseware, software and related materials, training courses and
discs, manuals, publications and any property developed
thereunder and therefrom and other industrial and intellectual
property owned and/or used in connection with the Company's
business and computer programs, customer and vendor lists and
records in connection with such business now owned or hereafter
acquired or developed by the Company, and the right to copy,
publish, amend, transmit, alter, licence, franchise, digitize and
further develop all such property;
(f) all contractual rights, licenses, goodwill, patents, trademarks,
trade names, copyrights and other intellectual property of the
Debtor, all other choses in action of the Debtor of every kind which
now are, or which may at any time hereafter be, due or owing to or
owned by the Debtor, and all other intangible property of the Debtor
which is not Accounts, chattel paper, instruments, documents of
title, securities or money.
Any reference in this Agreement to Collateral shall, unless the context
otherwise requires, be deemed to be a reference to Collateral as a whole or any
part thereof. The mortgages, charges, assignments and transfers and the security
interests created pursuant to this Agreement are hereinafter collectively called
the "SECURITY INTERESTS".
The charges on the Debtor's inventory and accounts receivable held by the
Secured Party shall be subject to charges now given or which may hereafter be
given to the bankers for ITC Learning Corporation (presently Wachovia Bank,
N.A.) and that the charges on all other assets of the Debtor shall rank pari
passu with the rights of the bankers for ITC Learning Corporation to be shared
on the basis of the amounts outstanding at the commencement of enforcement of
any security to the Secured Party on the Cdn. $2,000,000 loan advanced or to be
advanced by the Secured Party to the Debtor and, with respect to the bankers for
ITC Learning Corporation, the lesser of (i) the amount owed by ITC Learning
Corporation to its bankers, and (ii) Cdn. $1,000,000. If the security
constituted by this Agreement is enforced to obtain repayment of any obligation
of the Debtor to the Secured Party other than in respect to the said Cdn.
$2,000,000 loan, it shall be enforced subject to the prior right of the bankers
for ITC Learning Corporation to obtain full repayment of the obligations of the
Debtor under a guarantee to such bankers for the indebtedness of ITC Learning
Corporation.
1.2. Without limiting the foregoing, all right, title and interest in all
Inventory and other goods from time to time sold, delivered or supplied to the
Debtor by the Secured Party shall remain in the Secured Party, at the risk of
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the Debtor, until the payment in full by the Debtor to the Secured Party of the
purchase price of such Inventory and other goods and the Debtor has fully
performed all other obligations in respect thereof.
1.3. The last day of the term created by any lease or agreement therefor is
hereby excepted out of any charge or security interest created by this Agreement
but the Debtor shall stand possessed of the reversion thereby remaining upon
trust to assign and dispose thereof to any third party as the Secured Party
shall direct.
1.4. The Security Interests shall not apply to any consumer goods of the Debtor.
2. ATTACHMENT
The Debtor acknowledges that the Security Interests hereby created attach
upon the execution of this Agreement or, in the case of any after acquired
property, upon the acquisition thereof, that value has been given, and that the
Debtor has, or in the case of any after acquired property will have upon its
acquisition, rights in the Collateral.
3. PROHIBITIONS
Without the prior written consent of the Secured Party the Debtor will not
create or permit to exist any security interest in, mortgage, charge,
encumbrance or lien over, assignment of, or claim against any of its property,
assets, or undertakings which ranks or could in any event rank in priority to or
pari passu with any Security Interest.
4. OBLIGATIONS SECURED
This Agreement and the Security Interests are in addition to and not in
substitution for any other mortgage, charge, assignment or security interest now
or hereafter held by the Secured Party from the Debtor or from any other person
whomsoever and shall be general and continuing security for the payment of all
indebtedness and liability of the Debtor to the Secured Party (including
interest thereon), present and future, absolute or contingent, joint or several,
direct or indirect, matured or not, extended or renewed, wheresoever and
howsoever incurred, and any ultimate balance thereof, including all advances on
current or future advances and re-advances, and for the performance of all
obligations of the Debtor to the Secured Party, whether or not contained in this
Agreement (all of which indebtedness, liability and obligations are hereinafter
collectively called the "Obligations").
5. REPRESENTATIONS AND WARRANTIES
5.1 The Debtor represents and warrants that this Agreement is granted in
accordance with resolutions of the shareholders and directors of the Debtor (in
the case where the Debtor is a body corporate) and all matters and things have
been done and performed so as to authorize and make the execution and delivery
of this Agreement, and the performance of the Debtor's obligations hereunder,
legal, valid and binding.
5.2 Subject to any defects in title and any charges or encumbrances existing at
the date of conveyance to the Debtor by Xxxxx Xxxxxxxx Limited as receiver of
Mentor Networks Inc. and High Performance Group (Canada) Inc., the Debtor
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represents and warrants that the Debtor lawfully owns and possesses all
Collateral now held and has good title thereto, free from all security
interests, mortgages, charges, assignments, encumbrances, liens and claims, save
only the charges or security interests, if any, consented to in writing by the
Secured Party, and the Debtor has good right and lawful authority to grant a
security interest in the Collateral as provided by this Agreement.
6. COVENANTS OF THE DEBTOR
6.1 The Debtor covenants that at all times while this Agreement remains in
effect the Debtor will:
(a) defend the title to the Collateral for the benefit of the Secured
Party against the claims and demands of all persons;
(b) fully and effectually maintain and keep maintained the Security
Interests valid and effective;
(c) maintain the Collateral in good order and repair;
(d) forthwith pay:
(i) all taxes, assessments, rates, duties, levies, government
fees, claims and dues lawfully levied, assessed or imposed
upon it or the Collateral when due, unless the Debtor shall in
good faith contest its obligations so to pay and shall furnish
such security as the Secured Party may require; and
(ii) all mortgages, security interests, charges, encumbrances,
assignments, liens and claims which rank or could in any event
rank in priority to any Security Interest save only the
charges or security interests, if any, consented to in writing
by the Secured Party or shown in any Schedule hereto;
(e) forthwith pay all costs, charges, expenses and legal fees and
disbursements (on a solicitor and his own client basis) which may be
incurred by the Secured Party in:
(i) inspecting the Collateral;
(ii) negotiating, preparing, perfecting and registering this
Agreement or notice thereof and other documents, whether or
not relating to this Agreement;
(iii) investigating title to the Collateral;
(iv) taking, recovering, insuring and keeping possession of the
Collateral;
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(v) all other actions and proceedings taken in connection with the
preservation of the Collateral and the enforcement of this
Agreement and of any other security interest held by the
Secured Party as security for the Obligations;
(f) at the Secured Party's request at any time and from time to time
execute and deliver such further and other documents and instruments
and do all acts and things as the Secured Party in its absolute
discretion requires in order to confirm and perfect, and maintain
perfection of, the Security Interests upon any of the Collateral;
(g) notify the Secured Party promptly of:
(i) any change in the information contained herein relating to the
Debtor, its business or the Collateral, including without
limitation any change of name or address of the Debtor and any
change in the present location of any Collateral;
(ii) the details of any material acquisition of Collateral;
(iii) any material loss or damage to Collateral;
(iv) any material default by any account debtor in payment or other
performance of such debtor's obligations to the Debtor with
respect to any Accounts; and
(v) the return to or repossession by the Debtor of Collateral
where such return or repossession of Collateral is material in
relation to the business of the Debtor;
(h) prevent Collateral, other than Inventory sold, leased, or otherwise
disposed of as permitted hereby, from being or becoming an accession
to property not covered by this Agreement;
(i) carry on and conduct its business in a proper and businesslike
manner, including maintenance of proper books of account and
records;
(j) permit the Secured Party and its representatives, at all reasonable
times, access to all its property, assets and undertakings and to
all its books of account and records for the purpose of inspection
and render all assistance necessary for such inspection; and
(k) deliver to the Secured Party from time to time promptly upon
request:
(i) any documents of title, instruments, securities and chattel
paper constituting, representing or relating to Collateral;
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(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 the Debtor
regarding the Debtor's business;
(iv) all policies and certificates of insurance relating to
Collateral; and
(v) such information concerning Collateral, the Debtor and the
Debtor's business and affairs as the Secured Party may
require.
7. INSURANCE
7.1 The Debtor covenants that at all times while this Agreement is in effect the
Debtor shall:
(a) maintain or cause to be maintained insurance on the Collateral with
an insurer, of kinds, for amounts and payable to such person or
persons, all as the Secured Party may require, and in particular
maintain insurance on the Collateral to the full insurable value
against loss or damage by fire including extended coverage
endorsement and in the case of motor vehicles, maintain insurance
against theft;
(b) cause the insurance policy or policies required hereunder to be
assigned to the Secured Party and have as part thereof a standard
mortgage clause or a mortgage endorsement, as appropriate; and
(c) pay any premium in connection with such insurance, and deliver all
such policies to the Secured Party, if it so requires.
7.2. If proceeds of any insurance required hereunder become payable, the Secured
Party may, in its absolute discretion apply such proceeds to such part or parts
of the Obligations as the Secured Party may see fit or the Secured Party may
release any such insurance proceeds to the Debtor for the purpose of repairing,
replacing or rebuilding, but any release of insurance proceeds to the Debtor
shall not operate as a payment on account of the Obligations or in any way
affect this Agreement.
7.3. The Debtor will forthwith, on the happening of loss or damage to the
Collateral, notify the Secured Party thereof and furnish to the Secured Party at
the Debtor's expense any necessary proof and do any necessary act to enable the
Secured Party to obtain payment of the insurance proceeds, but nothing herein
contained shall limit the Secured Party's right to submit to the insurer a proof
of loss on its own behalf
7.4. The Debtor hereby authorizes and directs the insurer under any policy of
insurance required hereunder to include the name of the Secured Party as a loss
payee on any cheque or draft which may be issued with respect to a claim under
and by virtue of such insurance, and the production by the Secured Party to any
insurer of a certified copy of this Agreement shall be its full and complete
authority for so doing.
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7.5 If the Debtor fails to maintain insurance as required by this Agreement, the
Secured Party may, but shall not be obliged to, maintain or effect such
insurance coverage, or so much thereof as the Secured Party considers necessary
for its protection.
8. PERFORMANCE OF OBLIGATIONS
If the Debtor fails to perform its obligations hereunder, the Secured
Party may, but shall not be obliged to, perform any or all of such obligations
without prejudice to any other rights and remedies of the Secured Party
hereunder, and any payments made and any costs, charges, expenses and legal fees
and disbursements (on a solicitor and his own client basis) incurred in
connection therewith shall be payable by the Debtor to the Secured Party
forthwith with interest until paid at the highest rate borne by any of the
Obligations and such amounts shall be Obligations secured hereunder.
9. RESTRICTIONS ON SALE OR DISPOSAL OF COLLATERAL
9.1 Except as herein provided, without the prior written consent of the Secured
Party the Debtor will not:
(a) sell, lease or otherwise dispose of the Collateral;
(b) release, surrender or abandon possession of the Collateral; or
(c) move or transfer the Collateral from Nova Scotia.
9.2. Provided that the Debtor is not in default under this Agreement, at any
time without the consent of the Secured Party the Debtor may lease, sell,
license, consign or otherwise deal with items of Inventory in the ordinary
course of its business and for the purposes of carrying on its business.
10. DEFAULT
10.1 Unless such event of default is waived by the Secured Party, the Debtor
shall be in default under this Agreement, in any of the following events:
(a) the Debtor fails to pay when due or perform or carry out any of the
Obligations; or
(b) the Debtor is in breach of any term, condition, obligation or
covenant to the Secured Party, or any representation or warranty to
the Secured Party is untrue, whether or not contained in this
Agreement; or
(c) the Debtor declares itself to be insolvent or admits in writing its
inability to pay its debts generally as they become due, or makes an
assignment for the benefit of its creditors, is declared bankrupt,
makes a proposal or otherwise takes advantage of provisions for
relief under the Bankruptcy and Insolvency Act, the Companies'
Creditors Arrangement Act or similar legislation in any
jurisdiction, or makes an authorized assignment; or
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(d) a receiver, receiver and manager or receiver-manager of all or any
part of the Collateral is appointed; or
(e) the Debtor ceases or threatens to cease to carry on all or a
substantial part of its business; or
(f) an order of execution against the Collateral or any part thereof
remains unsatisfied for a period of 10 days; or
(g) without the prior written consent of the Secured Party, the Debtor
creates or permits to exist any security interest in, charge,
encumbrance, lien on or claim against any of the Collateral which
ranks or could in any event rank in priority to or PARI PASSU with
any Security Interest; or
(h) the holder of any other security interest, charge, encumbrance or
lien on or claim against any of the Collateral does anything to
enforce or realize on such security interest, charge, encumbrance,
lien or claim; or
(i) if the Debtor is a company or a partnership, an order is made or an
effective resolution is passed for winding up the Debtor; or
(j) the Debtor, if a company, enters into an amalgamation, merger,
reconstruction, reorganization or other similar arrangement with any
other person or persons; or
(k) the Debtor, if an individual, dies or is declared incompetent by a
court of competent jurisdiction; or
(1) the Secured Party in good faith believes and has commercially
reasonable grounds to believe that the prospect of payment or
performance of any of the Obligations is impaired or that any of the
Collateral is or is about to be placed in jeopardy.
11. ENFORCEMENT
11.1 Upon any default under this Agreement the Secured Party may declare any or
all of the Obligations to become immediately due and payable and the security
hereby constituted will immediately become enforceable. To enforce and realize
on the Security Interests the Secured Party may take any action permitted by law
or in equity, as it may deem expedient, and in particular without limiting the
generality of the foregoing, the Secured Party may do any of the following:
(a) appoint by instrument a receiver, receiver and manager or
receiver-manager (the person so appointed is hereinafter called the
"Receiver") of the Collateral, with or without bond as the Secured
Party may determine, and from time to time in its absolute
discretion remove such Receiver and appoint another in its stead:
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(b) enter upon any premises of the Debtor and take possession of the
Collateral with power to exclude the Debtor, its agents and its
employees therefrom, without becoming liable as a mortgagee in
possession;
(c) preserve, protect and maintain the Collateral and make such
replacements thereof and repairs and additions thereto as the
Secured Party may deem advisable:
(d) sell, lease or otherwise dispose of all or any part of the
Collateral, whether by public or private sale or lease or otherwise,
in such manner, at such price as can be reasonably obtained therefor
and on such terms as to credit and with such conditions of sale and
stipulations as to title or conveyance or evidence of title or
otherwise as to the Secured Party may seem reasonable, provided that
if any sale, lease or other disposition is on credit the Debtor will
not be entitled to be credited with the proceeds of any such sale,
lease or other disposition until the money therefor is actually
received; and
(e) exercise all of the rights and remedies of a secured parry under the
PERSONAL PROPERTY SECURITY ACT of Nova Scotia and all regulations
thereunder, as amended from time to time (the "Act").
11.2. A Receiver appointed pursuant to this Agreement shall be the agent of the
Debtor and not of the Secured Party and, to the extent permitted by law or to
such lesser extent permitted by its appointment, shall have all the powers of
the Secured Party hereunder, and in addition shall have power to carry on the
business of the Debtor and for such purpose from time to time to borrow money
either secured or unsecured, and if secured by a security interest on any
Collateral such security interest may rank before or PARI PASSU with or behind
any Security Interest, and if it does not so specify such security interest
shall rank before the Security Interests.
11.3. Subject to the claims, if any, of the creditors of the Debtor ranking in
priority to this Agreement, all amounts realized from the disposition of
Collateral pursuant to this Agreement will be applied as the Secured Party, in
its absolute discretion, may direct as follows:
(a) in payment of all costs, charges and expenses (including legal fees
and disbursements on a solicitor and his own client basis) incurred
by the Secured Party in connection with or incidental to:
(i) the exercise by the Secured Party of all or any of the powers
granted to it pursuant to this Agreement; and
(ii) the appointment of the Receiver and the exercise by the
Receiver of all or any of the powers granted to it pursuant to
this Agreement, including the Receiver's reasonable
remuneration and all outgoings properly payable by the
Receiver;
(b) in or toward payment to the Secured Party of all principal and other
amounts (except interest) due in respect of the Obligations;
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(c) in or toward payment to the Secured Party of all interest remaining
unpaid in respect of the Obligations.
Subject to applicable law and the claims, if any, of other creditors of
the Debtor, any surplus will be paid to the Debtor.
12. DEFICIENCY
If the amounts realized from the disposition of the Collateral are not
sufficient to pay the Obligations in full the Debtor will immediately pay to the
Secured Party the amount of such deficiency.
13. LIABILITY OF THE SECURED PARTY
The Secured Party shall not be responsible or liable for any debts
contracted by it, for damages to persons or property or for salaries or
non-fulfilment of contracts during any period when the Secured Party shall
manage the Collateral upon entry, as herein provided, nor shall the Secured
Party be liable to account as a mortgagee in possession or for anything except
actual receipts or be liable for any loss on realization or for any default or
omission for which a mortgagee in possession may be liable. The Secured Party
shall not be bound to do, observe or perform or to see to the observance or
performance by the Debtor of any obligations or covenants imposed upon the
Debtor nor shall the Secured Party, in the case of securities, instruments or
chattel paper, be obliged to preserve rights against other persons, nor shall
the Secured Party be obliged to keep any of the Collateral identifiable. The
Debtor hereby waives any applicable provision of law permitted to be waived by
it which imposes higher or greater obligations upon the Secured Party than
aforesaid.
14. APPOINTMENT OF ATTORNEY
The Debtor hereby irrevocably appoints the Secured Party or the Receiver,
as the case may be, with full power of substitution, to be the attorney of the
Debtor for and in the name of the Debtor to sign, endorse or execute under seal
or otherwise any deeds, documents, transfers, cheques, instruments, demands,
assignments, assurances or consents that the Debtor is obliged to sign, endorse
or execute and generally to use the name of the Debtor and to do all things as
may be necessary or incidental to the exercise of all or any of the powers
conferred on the Secured Party or the Receiver, as the case may be, pursuant to
this Agreement.
15. ACCOUNTS
Notwithstanding any other provision of this Agreement, the Secured Party
may collect, realize, sell or otherwise deal with the Accounts or any part
thereof in such manner, upon such terms and conditions and at such time or
times, after default, as may seem to it advisable, and without notice to the
Debtor, except in the case of disposition after default and then subject to the
provisions of the Act. All money or other forms of payment received by the
Debtor in payment of any Account will be received and held by the Debtor in
trust for the Secured Party.
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16. APPROPRIATION OF PAYMENTS
Any and all payments made in respect of the Obligations from time to time
and money realized from any security interests held therefor (including amounts
collected in accordance with or realized on any enforcement of this Agreement)
may be applied to such part or parts of the Obligations as the Secured Party may
see fit and the Secured Party may at all times and from time to time change any
appropriation as the Secured Party may see fit.
17. WAIVER
The Secured Party may from time to time and at any time waive in whole or
in part any right, benefit or default under any clause of this Agreement but any
such waiver of any right, benefit or default on any occasion shall be deemed not
to be a waiver of any such right, benefit or default thereafter, or of any other
right, benefit or default, as the case may be. No waiver shall be effective
unless it is in writing.
18. NOTICE
Notice may be given to either party by sending it by prepaid mail or
delivered to the party for whom it is intended, at the address of such party
provided herein or at such other address as may be given in writing by such
party to the other, and any notice if posted shall be deemed to have been given
at the expiration of three business days after posting and if delivered, on
delivery.
19. EXTENSIONS
The Secured Party may grant extensions of time and other indulgences, take
and give up security, accept compositions, compound, compromise, settle, grant
releases and discharges, refrain from perfecting or maintaining perfection of
security interests, and otherwise deal with the Debtor, account debtors of the
Debtor, sureties and others and with Collateral and other security interests as
the Secured Party may see fit without prejudice to the liability of the Debtor
or the Secured Party's right to hold and realize on the Security Interests.
20. NO MERGER
This Agreement shall not operate so as to create any merger or discharge
of any of the Obligations, or of any assignment transfer, guarantee, lien,
contract, promissory note, xxxx of exchange or security interest of any form
held or which may hereafter be held by the Secured Party from the Debtor or from
any other person whomsoever. The taking of a judgment with respect to any of the
Obligations will not operate as a merger of any of the covenants contained in
this Agreement.
21. RIGHTS CUMULATIVE
All rights and remedies of the Secured Party set out in this Agreement,
and in any other security agreement held by the Secured Party from the Debtor or
any other person whomsoever to secure payment and performance of the
Obligations, are cumulative and no right or remedy contained herein or therein
is intended to be exclusive but each is in addition to every other right or
remedy contained herein or therein or in any existing or future security
agreement or now or hereafter existing at law, in equity or by statute, or
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pursuant to any other agreement between the Debtor and the Secured Party that
may be in effect from time to time.
22. ASSIGNMENT
The Secured Party may, without further notice to the Debtor, at any time
assign, transfer or grant a security interest in this Agreement and the Security
Interests. The Debtor expressly agrees that the assignee, transferee or secured
party, as the case may be, shall have all of the Secured Party's rights and
remedies under this Agreement and the Debtor will not assert any defense,
counterclaim, right of set-off or otherwise any claim which it now has or
hereafter acquires against the Secured Party in any action commenced by such
assignee, transferee or secured party, as the case may be, and will pay the
Obligations to the assignee, transferee or secured party, as the case may be, as
the Obligations become due.
23. SATISFACTION AND DISCHARGE
Any partial payment or satisfaction of the Obligations or any ceasing by
the Debtor to be indebted to the Secured Party shall be deemed not to be a
redemption or discharge of this Agreement. The Debtor shall be entitled to a
release and discharge of this Agreement upon full payment and satisfaction of
all Obligations, and upon written request by the Debtor and payment to the
Secured Party of a discharge fee to be fixed by the Secured Party and payment of
all costs, charges, expenses and legal fees and disbursements (on a solicitor
and his own client basis) incurred by the Secured Party in connection with the
Obligations and such release and discharge.
24. ENUREMENT
This Agreement shall enure to the benefit of the Secured Party and its
successors and assigns, and shall be binding upon the successors and permitted
assigns of the Debtor.
25. INTERPRETATION
25.1 Debtor and the personal pronoun "it" or "its" and any verb relating thereto
and used therewith shall be read and construed as required by and in accordance
with the context in which such words are used.
25.2. Words and expressions used herein that have been defined in the Act shall
be interpreted in accordance with their respective meaning given in the Act
unless otherwise defined herein or unless the context otherwise requires.
25.3. The invalidity or unenforceability of the whole or any part of any clause
of this Agreement shall not affect the validity or enforceability of any other
clause or the remainder of such clause.
25.4. The headings of the clauses of this Agreement have been inserted for
reference only and do not define, limit, alter or enlarge the meaning of any
provision of this Agreement.
25.5. This Agreement shall be governed by the laws of the Province of Nova
Scotia.
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26. COPY OF AGREEMENT AND FINANCING STATEMENT
The Debtor hereby:
(a) acknowledges receiving a copy of this Agreement; and
(b) waives all rights to receive from the Secured Party a copy of any
financing statement or financing change statement filed, or any
verification statement received, at any time in respect of this
Agreement.
IN WITNESS WHEREOF the Debtor has executed this Agreement as of the day
and date first above written.
SIGNED, SEALED & DELIVERED ITC CANADA LIMITED
in the presence of:
/s/ Xxxxxx X. XxxXxxxxx By: /s/ Xxxxx X. Xxxxxx
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By: /s/ Xxxxxxx Xxxx
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