EXHIBIT 10.3
GENERAL SECURITY AGREEMENT
THIS AGREEMENT is made as of January 31, 2003.
BETWEEN: WORKSTREAM INC.,
a corporation incorporated under the laws of Canada
(hereinafter referred to as the "Debtor")
AND: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
an individual residing in the City of Lake Forest, Illinois
(hereinafter referred to as the "Secured Party").
WHEREAS the Secured Party has, on one or more prior occasions, made a loan to
the Debtor and its subsidiaries, Workstream USA, Inc., ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.,
Icarian, Inc., Rezlogic, Inc., The OmniPartners, Inc. and Xylo, Inc. (the
"Subsidiaries") (the Debtor shall act as agent for the Subsidiaries, the
"Company Agent") in the aggregate amount of One Million Two Hundred and
Eighty-Seven Thousand Nine Hundred and One Dollars and Four Cents
($1,287,901.04), and in consideration for such loan, the Debtor wishes to grant
to the Secured Party a security interest in the Collateral (as defined below);
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the covenants and agreements herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. INTERPRETATION
1.1. In this Agreement, unless something in the subject matter or
context is inconsistent therewith:
1.1.1. "AGREEMENT" means this agreement and all amendments
made hereto by written agreement between the Secured
Party and the Debtor.
1.1.2. "COLLATERAL" has the meaning set out in Section 2.01.
1.1.3. "EVENT OF DEFAULT" has the meaning set out in Section
6.01.
1.1.4. "LOAN" means the loan in the aggregate amount of One
Million Two Hundred and Eighty-Four Thousand Nine
Hundred and Thirty-Two Dollars and Twenty-Nine Cents
($1,284,932.29) made by the Secured Party to the
Debtor as evidenced by a Term Note dated January 31,
2003 made by the Debtor and the Subsidiaries in
favour of the Secured Party (the "Loan Agreement").
1.1.5. "OBLIGATIONS" means all obligations and liabilities
of any kind whatsoever of the Debtor to the Secured
Party in connection with or relating to the Loan.
1.1.6. "PPSA" means the Personal Property Security Act
(Ontario), as now enacted or as the same may from
time to time be amended, re-enacted or replaced.
1.1.7. The terms "accessions", "accounts", "chattel paper",
"documents of title", "goods", "instruments",
"intangibles", "inventory", "money", "proceeds" and
"securities" whenever used herein have the meanings
given to those terms in the PPSA.
1.2. SECTIONS AND HEADINGS The division of this Agreement into
Articles and Sections and the insertion of headings are for
convenience of reference only and will not affect the
construction or interpretation of this Agreement. The terms
"this Agreement", "hereof", "hereunder" and similar
expressions refer to this Agreement and not to any particular
Article, Section or other portion hereof and include any
agreement supplemental hereto. Unless something in the subject
2
matter or context is inconsistent therewith, reference herein
to Articles and Sections are to Articles and Sections of this
Agreement.
1.3. EXTENDED MEANINGS In this Agreement words importing the
singular number only include the plural and vice versa, words
importing any gender include all genders and words importing
persons include individuals, partnerships, associations,
trusts, unincorporated organizations and corporations.
2. GRANT OF SECURITY INTEREST
2.1. SECURITY INTEREST As general and continuing security for the
payment and performance of the Obligations, the Debtor hereby
grants to the Secured Party a security interest in the present
and future undertaking and property, both real and personal,
of the Debtor which are more particularly described in
Sections 2.11, 2.12, 2.13, 2.14 and 2.15 below (collectively,
the "Collateral"). As further general and continuing security
for the payment and performance of the Obligations, the Debtor
hereby assigns the Collateral to the Secured Party and
mortgages and charges the Collateral as and by way of a fixed
and specific mortgage and charge to the Secured Party.
2.1.1. RECEIVABLES: all debts, accounts, claims and choses
in action for monetary amounts which are now or which
may hereafter become due, owing or accruing due to
the Debtor (collectively, the "Receivables");
2.1.2. INVENTORY: all inventory of whatever kind and
wherever situated including, without limiting the
generality of the foregoing, all goods held for sale
or lease or furnished or to be furnished under
contracts for service or used or consumed in the
business of the Debtor (collectively, the
"Inventory");
3
2.1.3. EQUIPMENT: all machinery, equipment, fixtures,
furniture, plant, vehicles and other tangible
personal property which are not Inventory
(collectively, the "Equipment");
2.1.4. SUBSTITUTIONS, ETC.: all replacements of,
substitutions for and increases, additions and
accessions to any of the property described in this
Section2.1; and
2.1.5. PROCEEDS: all proceeds of any Collateral in any form
derived directly or indirectly from any dealing with
the Collateral or that indemnifies or compensates for
the loss of or damage to the Collateral;
provided that the said assignment and mortgage and charge will
not (i) extend or apply to the last day of the term of any
lease or any agreement therefor now held or hereafter acquired
by the Debtor, but should the Secured Party enforce the said
assignment or mortgage and charge, the Debtor will thereafter
stand possessed of such last day and must hold it in trust to
assign the same to any person acquiring such term in the
course of the enforcement of the said assignment and mortgage
and charge, or (ii) render the Secured Party liable to observe
or perform any term, covenant or condition of any agreement,
document or instrument to which the Debtor is a party or by
which it is bound.
2.2. ATTACHMENT OF SECURITY INTEREST The Debtor acknowledges that
value has been given and agrees that the security interest
granted hereby will attach when the Debtor signs this
Agreement and the Debtor has any rights in the Collateral.
2.3. EXCEPTION FOR CONTRACTUAL RIGHTS The security interest granted
hereby does not and will not extend to, and Collateral will
not include any agreement, right, franchise, licence or permit
(the "contractual rights") to which the Debtor is a party or
of which the Debtor has the benefit, to the extent that the
creation of the security interest herein would constitute a
4
breach of the terms of or permit any person to terminate the
contractual rights, but the Debtor must hold its interest
therein in trust for the Secured Party and will assign such
contractual rights to the Secured Party forthwith upon
obtaining the consent of the other party thereto. The Debtor
agrees that it will, upon the request of the Secured Party,
use all commercially reasonable efforts to obtain any consent
required to permit any contractual rights to be subjected to
the security interest.
3. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEBTOR
3.1. REPRESENTATIONS AND WARRANTIES The Debtor hereby represents
and warrants to the Secured Party that:
3.1.1. the Debtor is a corporation duly incorporated,
organized and subsisting under the laws of its
jurisdiction of incorporation, with the corporate
power to enter into this Agreement; this Agreement
has been duly authorized by all necessary corporate
action on the part of the Debtor and constitutes a
legal and valid agreement binding upon the Debtor
enforceable in accordance with its terms; the making
and performance of this Agreement will not result in
the breach of, constitute a default under, contravene
any provision of, or result in the creation of, any
lien, charge, security interest, encumbrance or any
other rights of others upon any property of the
Debtor pursuant to any agreement, indenture or other
instrument to which the Debtor is a party or by which
the Debtor or any of its property may be bound or
affected; and
3.1.2. the address of the Debtor's principal place of
business and the office where it keeps the Collateral
or its records respecting the Collateral, is located
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇.
5
3.2. COVENANTS The Debtor covenants with the Secured Party that the
Debtor will:
3.2.1. ensure that the representations and warranties set
forth in Section 3.01 will be true and correct at all
times;
3.2.2. maintain, use and operate the Collateral and carry on
and conduct its business in a lawful and
business-like manner;
3.2.3. not permit the Collateral to be affixed to real or
personal property so as to become a fixture or
accession without the prior written consent of the
Secured Party;
3.2.4. defend the Collateral against all claims and demands
respecting the Collateral made by all persons at any
time and, except as otherwise provided herein, will
keep the Collateral free and clear of all security
interests, mortgages, charges, liens and other
encumbrances or interests except for those previously
disclosed to the Secured Party, existing as of the
date of this Agreement or hereafter approved in
writing by the Secured Party prior to their creation
or assumption;
3.2.5. not change its principal place of business and the
location of the office where it keeps the Collateral
or its records respecting the Receivables, or move
any of the Inventory, Securities or Equipment from
the principal place of business, without the prior
written consent of the Secured Party;
3.2.6. pay all rents, taxes, levies, assessments and
government fees or dues lawfully levied, assessed or
imposed in respect of the Collateral or any part
thereof as and when the same become due and payable,
and will exhibit to the Secured Party, when required,
the receipts and vouchers establishing such payment;
6
3.2.7. keep proper books of account in accordance with sound
accounting practice, will furnish to the Secured
Party such financial information and statements and
such information and statements relating to the
Collateral as the Secured Party may from time to time
require, and the Debtor will permit the Secured Party
or its authorized agents at any time at the expense
of the Debtor to examine the books of account and
other financial records and reports relating to the
Collateral and to make copies thereof and take
extracts therefrom;
3.2.8. from time to time forthwith at the request of the
Secured Party furnish to the Secured Party in writing
all information requested relating to the Collateral,
and the Secured Party will be entitled from time to
time at any reasonable time to inspect the Collateral
and make copies of all information relating to the
Collateral and for such purposes the Secured Party
will have access to all premises occupied by the
Debtor or where the Collateral may be found;
3.2.9. from time to time forthwith at the request of the
Secured Party execute and deliver all such financing
statements, schedules, assignments and documents, and
do all such further acts and things as may be
reasonably required by the Secured Party to
effectively carry out the full intent and meaning of
this Agreement or to better evidence and perfect the
security interest, assignment and mortgage and charge
granted hereby, and the Debtor hereby irrevocably
constitutes and appoints the Secured Party, or any
Receiver appointed by the court or the Secured Party,
the true and lawful attorney of the Debtor, with full
power of substitution, to do any of the foregoing in
the name of the Debtor whenever and wherever the
Secured Party or any such Receiver may consider it to
be necessary or expedient;
7
3.2.10. not change its name or, if the Debtor is a
corporation, will not amalgamate with any other
corporation without first giving notice to the
Secured Party of its new name and the names of all
amalgamating corporations and the date when such new
name or amalgamation is to become effective; and
3.2.11. pay to the Secured Party forthwith upon demand all
reasonable costs and expenses (including, without
limiting the generality of the foregoing, all legal,
Receiver's and accounting fees and expenses) incurred
by or on behalf of the Secured Party in connection
with the preparation, execution and perfection of
this Agreement and the carrying out of any of the
provisions of this Agreement including, without
limiting the generality of the foregoing, protecting
and preserving the security interest, assignment and
mortgage and charge granted hereby and enforcing by
legal process or otherwise the remedies provided
herein; and all such costs and expenses will be added
to and form part of the Obligations secured
hereunder.
4. INSURANCE
4.1. INSURANCE The Debtor must obtain and maintain, at its own
expense, insurance against loss or damage to the Collateral
including, without limiting the generality of the foregoing,
loss by fire (including so-called extended coverage), theft,
collision and such other risks of loss as are customarily
insured against on this type of Collateral, in an amount not
less than the full replacement value thereof, in such form and
with such insurers as are reasonably satisfactory to the
Secured Party. If any such policies of insurance contain a
co-insurance clause, the Debtor will either cause any such
co-insurance clause to be waived or maintain at all times a
sufficient amount of insurance to meet the requirements of any
such co-insurance clause so as to prevent the Debtor from
becoming a co-insurer under the terms of any such policy. All
8
such policies must name the Secured Party as an additional
insured and loss payee thereof, as the Secured Party's
interests may appear, and must provide that the insurer will
give the Secured Party at least 10 days written notice of
intended cancellation. At the Secured Party's request, the
Debtor must furnish the Secured Party with a copy of any
policy of insurance and certificate of insurance or other
evidence satisfactory to the Secured Party that such insurance
coverage is in effect. The Debtor must give the Secured Party
notice of any damage to, or loss of, the Collateral forthwith
upon the occurrence of any such damage or loss. Should the
Debtor fail to make any payment or perform any other
obligation provided in this Section, the Secured Party will
have the right, but not the obligation, without notice or
demand upon the Debtor and without releasing the Debtor from
any obligation hereunder or waiving any rights to enforce this
Agreement, to perform any or all of such obligations. The
amount of all such payments made and all costs, fees and
expenses incurred by the Secured Party in performing such
obligations will be immediately due and payable by the Debtor.
5. DEALING WITH COLLATERAL
5.1. DEALING WITH COLLATERAL BY THE DEBTOR The Debtor must not
sell, lease or otherwise dispose of any of the Collateral
without the prior written consent of the Secured Party, except
that the Debtor may, until an Event of Default occurs, deal
with its money or sell items of Inventory in the ordinary
course of its business so that the purchaser thereof takes
title thereto free and clear of the security interest,
assignment and mortgage and charge granted hereby, but all
proceeds of any such sale will continue to be subject to the
security interest, assignment and mortgage and charge granted
hereby and all money received by the Debtor will be received
as trustee for the Secured Party and must be held separate and
apart from other money of the Debtor and must be paid over to
the Secured Party upon request.
9
5.2. RIGHTS AND DUTIES OF THE SECURED PARTY
5.2.1. The Secured Party may perform any of its rights and
duties hereunder by or through agents and is entitled
to retain counsel and to act in reliance upon the
advice of such counsel concerning all matters
pertaining to its rights and duties hereunder.
5.2.2. In the holding of the Collateral, the Secured Party
and any nominee on its behalf is only bound to
exercise the same degree of care as it would exercise
with respect to similar property of its own of
similar value held in the same place. The Secured
Party and any nominee on its behalf will be deemed to
have exercised reasonable care with respect to the
custody and preservation of the Collateral if it
takes such action for that purpose as the Debtor
reasonably requests in writing, but failure of the
Secured Party or its nominee to comply with any such
request will not of itself be deemed a failure to
exercise reasonable care.
5.3. NOTIFICATION OF ACCOUNT DEBTORS Before an Event of Default
occurs, the Secured Party may give notice of this Agreement
and the security interest and assignment granted hereby to any
account debtors of the Debtor or to any other person liable to
the Debtor and, after the occurrence of an Event of Default,
may give notice to any such account debtors or other person to
make all further payments to the Secured Party, and any
payment or other proceeds of Collateral received by the Debtor
from account debtors or from any other person liable to the
Debtor whether before or after any notice is given by the
Secured Party must be held by the Debtor in trust for the
Secured Party and paid over to the Secured Party on request.
5.4. APPLICATION OF FUNDS Except where the Debtor, when not in
default hereunder, so directs in writing at the time of
payment, all money collected or received by the Secured Party
10
in respect of the Collateral may be applied on account of such
parts of the Obligations as the Secured Party in its sole
discretion determines, or may be held unappropriated in a
collateral account, or in the discretion of the Secured Party
may be released to the Debtor, all without prejudice to the
Secured Party's rights against the Debtor.
6. EVENTS OF DEFAULT AND REMEDIES
6.1. EVENTS OF DEFAULT The occurrence of any of the following shall
be an Event of Default under this Agreement:
6.1.1. the Debtor or any Subsidiary's failure to pay any
amounts due to the Secured Party under the Loan
Agreement, after expiration of any notice and cure or
grace periods;
6.1.2. a written notice of default is received by the Debtor
or any Subsidiary for the failure to pay any amounts
due under any other agreement or instrument for
borrowed money, and such failure continues after the
expiration of any applicable notice and cure or grace
periods;
6.1.3. the Debtor or any Subsidiary's failure to pay any
taxes when due unless such taxes are being contested
in good faith by appropriate proceedings and with
respect to which adequate reserves have been
established on the applicable Debtor or Subsidiary's
books;
6.1.4. the Debtor or any Subsidiary's material breach of any
representation or warranty set forth in this
Agreement, which breach is not cured within seven
business days following Secured Party's delivery of
written notice of such breach to Company Agent, or if
such breach can not be cured within seven business
11
days, the applicable Debtor or any Subsidiary have
not undertaken steps to commence cure of such breach;
6.1.5. the Debtor or any Subsidiary's failure to perform any
covenant set forth in this Agreement, which breach is
not cured within seven business days following
Secured Party's delivery of written notice of such
breach to Company Agent, or if such breach can not be
cured within seven business days, the applicable
Debtor or any Subsidiary have not undertaken steps to
commence cure of such breach;
6.1.6. the Debtor or any Subsidiary shall make an assignment
for the benefit of its creditors, or file a voluntary
petition under the bankruptcy code, any other federal
or state insolvency law, or apply for or consent to
the appointment of a receiver, trustee or custodian
of all or part of its property.
6.1.7. the Debtor or any Subsidiary shall file an answer
admitting the jurisdiction of a court and the
material allegations of an involuntary petition filed
against it under the bankruptcy act, any other
federal or provincial insolvency law, or shall fail
to have such petition dismissed within 60 calendar
days after its filing.
6.1.8. an order for relief shall be entered against the
Debtor or any Subsidiary following the filing of an
involuntary petition under the bankruptcy act, any
other federal or provincial insolvency law, or if an
order shall be entered appointing a receiver, trustee
or custodian of all or parts of either of their
respective property; or
6.1.9. an attachment or levy is made upon the Collateral
having a value in excess of $100,000 or a judgment is
rendered against the Debtor or any Subsidiary's
property involving a liability of more than $100,000,
which attachment, levy or judgement shall not have
12
been vacated, discharged, stayed or bonded pending
appeal within 30 calendar days from the entry
thereof.
6.2. REMEDIES Upon the occurrence of an Event of Default, the
Secured Party shall have the right to demand repayment in full
of all Obligations, whether or not otherwise due. Until all
Obligations shall have been paid in full, the Secured Party
shall retain its lien and security interest in and on the
Collateral. The Secured Party shall have, in addition to all
other rights provided herein, the rights and remedies of a
secured party under the PPSA, and under other applicable law,
all other legal and equitable rights to which Secured Party
may be entitled, including the right to take immediate
possession of the Collateral, to require the Debtor or any
Subsidiary to assemble the Collateral, at their expense, and
to make it available to the Secured Party at a place
designated by the Secured Party which is reasonably convenient
to both parties and to enter (without any breach of peace) any
of the premises of the Debtor or any Subsidiary or wherever
the Collateral shall be located, and to keep and store the
same on said premises until sold (and if said premises be the
property of such the Debtor or any Subsidiary, the Debtor or
any Subsidiary agrees not to charge the Secured Party for
storage thereof), and the right to apply for the appointment
of a receiver for the Debtor or any Subsidiary's property.
Further, the Secured Party may, at any time or times after the
occurrence and during the continuation of an Event of Default,
sell and deliver all Collateral held by or for the Secured
Party at public or private sale for cash, upon credit or
otherwise in a commercially reasonable manner and during the
continuation. The requirement of reasonable notice shall be
met if such notice is given to Company Agent at Company
Agent's address at least 10 business days before the time of
the event of which notice is being given. The Secured Party
may be the purchaser at any sale, if it is public. The
proceeds of sale shall be applied first to all costs and
expenses of sale, including reasonable attorneys' fees, and
second to the payment of all Obligations. Promptly after the
payment in full, Obligations, and after the payment by the
13
Secured Party of any other amount required by any provision of
law, but only after the Secured Party has received what the
Secured Party considers reasonable proof of a subordinate
party's security interest), the surplus, if any, shall be paid
to Company Agent or its representatives or to whosoever may be
lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct. The Debtor or any
Subsidiary shall remain liable to the Secured Party for any
deficiency.
7. GENERAL
7.1. BENEFIT OF THE AGREEMENT This Agreement will enure to the
benefit of and be binding upon the heirs, personal
representatives, successors and permitted assigns, as the case
may be, of the parties hereto.
7.2. ENTIRE AGREEMENT This Agreement has been entered into pursuant
to the provisions of the Loan Agreement and is subject to all
the terms and conditions thereof and, if there is any conflict
or inconsistency between the provisions of this Agreement and
the provisions of the Loan Agreement, the rights and
obligations of the parties will be governed by the provisions
of the Loan Agreement. There are no representations,
warranties, terms, conditions, undertakings or collateral
agreements, express, implied or statutory, between the Secured
Party and the Debtor with respect to the subject matter hereof
except as expressly set forth herein or in the Loan Agreement.
7.3. AMENDMENTS AND WAIVERS No amendment to this Agreement will be
valid or binding unless set forth in writing and duly executed
by all of the parties hereto. No waiver of any breach of any
provision of this Agreement will be effective or binding
unless made in writing and signed by the party purporting to
give the same and, unless otherwise provided in the written
waiver, will be limited to the specific breach waived.
14
7.4. ASSIGNMENT The rights of the Secured Party under this
Agreement may be assigned by the Secured Party without the
prior consent of the Debtor. The Debtor may not assign its
obligations under this Agreement.
7.5. SEVERABILITY If any provision of this Agreement is determined
to be invalid or unenforceable in whole or in part, such
invalidity or unenforceability will attach only to such
provision or part thereof and the remaining part of such
provision and all other provisions hereof will continue in
full force and effect.
7.6. NOTICES Notices shall be provided as follows:
To the Debtor: Workstream Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
To the Secured Party: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any notice or request hereunder may be given to Company Agent
or the Secured Party at the respective addresses set forth
above or as may hereafter be specified in a notice designated
as a change of address under this Paragraph 7. Any notice or
request hereunder shall be given by registered or certified
mail, return receipt requested, hand delivery, overnight mail
or telecopy (confirmed by mail). Notices and requests shall be
deemed to have been given and received, in the case of those
by hand delivery, when delivered to any officer of the party
to whom it is addressed, in the case of those by mail or
overnight mail, deemed to have been given and received on the
fifth calendar day following deposit in the mail, or the next
15
business day following deposit with a reputable overnight mail
carrier, and, in the case of a telecopy, when sent if during
normal business hours for recipient or if after normal
business hours for the recipient, the next business day.
Notice to counsel for either party shall not be deemed to be
notice to such party.
7.7. ADDITIONAL CONTINUING SECURITY This Agreement and the security
interest, assignment and mortgage and charge granted hereby
are in addition to and not in substitution for any other
security now or hereafter held by the Secured Party and this
Agreement is a continuing agreement and security that will
remain in full force and effect until discharged by the
Secured Party.
7.8. FURTHER ASSURANCES The Debtor must at its expense from time to
time do, execute and deliver, or cause to be done, executed
and delivered, all such financing statements, further
assignments, documents, acts, matters and things as may be
reasonably requested by the Secured Party for the purpose of
giving effect to this Agreement or for the purpose of
establishing compliance with the representations, warranties
and covenants herein contained.
7.9. POWER OF ATTORNEY Upon the occurrence of an Event of Default
that is continuing, the Debtor hereby irrevocably constitutes
and appoints any officer for the time being of the Secured
Party the true and lawful attorney of the Debtor, with full
power of substitution, to do, make and execute all such
statements, assignments, documents, acts, matters or things
with the right to use the name of the Debtor whenever and
wherever the officer may deem necessary or expedient and from
time to time to exercise all rights and powers and to perform
all acts of ownership in respect to the Collateral in
accordance with this Agreement.
7.10. DISCHARGE The Debtor will not be discharged from any of the
Obligations or from this Agreement except by a release or
discharge signed in writing by the Secured Party. Promptly
upon satisfaction in full of the Obligations, the Secured
16
Party shall deliver to the Debtor such documents, agreements
or instruments as shall be reasonably requested by the Debtor
to evidence satisfaction of the Obligations and the release or
other termination of the Secured Party's interest in the
Collateral.
7.11. GOVERNING LAW This Agreement will be governed by and construed
in accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein.
7.12. EXECUTED COPY The Debtor acknowledges receipt of a fully
executed copy of this Agreement.
7.13. COUNTERPARTS; FACSIMILE SIGNATURES This Agreement may be
executed in one or more counterparts, each of which shall
constitute an original and all of which taken together shall
constitute one and the same agreement. Any signature delivered
by a party via facsimile transmission shall be deemed to be
any original signature hereto.
7.14. CONFIDENTIALITY The Secured Party shall hold and protect from
disclosure all confidential non-public information regarding
the Debtor and any Subsidiary (whether financial or otherwise)
obtained pursuant to the requirements of this Agreement in the
same manner as the Secured Party protects its own confidential
non-public information from disclosure, but in any event with
no less than reasonable care; PROVIDED that the Secured Party
may make disclosures of such information to those officers,
directors, employees, agents and representatives of the
Secured Party who have a need to know such information for
purposes of administering the Secured Party's rights and
obligations under this Agreement, so long as such officers,
directors, employees, agents and representatives are subject
17
to an obligation of confidentiality at least as restrictive as
the one set forth in this Section 7.14.
IN WITNESS WHEREOF this Agreement has been executed by the Debtor.
WORKSTREAM INC.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
Witness: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------ ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
18