SECURITY AGREEMENT TO THE SECURED LOAN AGREEMENT Between the BORROWER and the LENDER Aggregate Principal Sum of up to U.S. $175,000
EXHIBIT 10.3
TO THE SECURED LOAN
AGREEMENT
Between the BORROWER and the
LENDER
Aggregate Principal Sum of
up to U.S.
$175,000
THIS
SECURITY AGREEMENT is provided, dated and made effective as of [--] day of [-------------]
2009 (the “Effective
Date”).
FROM:
TAPIMMUNE
INC., a company incorporated under the laws of the State of Nevada,
U.S.A., and having an address for notice and delivery located at Unit 2, 3590 West
41st Avenue, Vancouver,
British Columbia, Canada, V6N 3E6
(the
“Borrower”);
TO:
[---------------------]
(each, a
“Lender”, and together,
the “Lenders”);
(the
Borrower and the Lenders being hereinafter singularly also referred to as a
“Party” and collectively
referred to as the “Parties” as the context so
requires).
THE
LENDERS (hereinafter referred to as the “Secured Parties” and each a
“Secured Party”) are the
Secured Parties to THE
BORROWER (hereinafter collectively referred to the “Borrower”) as evidenced by
this “Security Agreement” (the “Agreement”), which is dated
for reference effective as at the above-referenced Effective Date, with the
principal sum of this Agreement being up to one hundred and seventy five
thousand dollars (U.S. $175,000) (herein the “Principal Sum”) of lawful
money of the United States of America, together with interest payable thereon
and commencing on the advancement date of any such Principal Sum hereunder at
the rate of thirty percent (30%) per annum (and if such rate is
deemed usurious, the maximum non-usurious rate of interest that Lender is
permitted under the applicable law of the jurisdiction that found such rate to
be usurious to contract for, take, charge, or receive from Borrower), calculated
daily and payable in full quarterly during the continuance of any portion of the
Principal Sum being outstanding hereunder (herein the “Interest”) prior to maturity
(and the Principal Sum and the Interest being, collectively, referred to
hereinafter as the “Principal
Sum”); which is the Principal Sum and Interest which may be advanced by
the within Secured Parties to the Borrower in accordance with the terms and
conditions of a certain “Secured Loan Agreement” of even date herewith (the
“Loan Agreement”); this
Agreement being Schedule “C” to the Loan Agreement.
1. Creation
of security interest
1.1The
Borrower hereby grants to the Secured Parties a security interest in the
collateral referred to in section “2.1” hereinbelow, to secure the payment or
performance of all obligations, indebtedness and liabilities of the Borrower to
the Secured Parties under the Loan Agreement, whether incurred prior to, at the
time of or subsequent to the execution hereof, including extensions or renewals,
direct or indirect, wheresoever and howsoever incurred and any ultimate unpaid
balance thereof, including, without restricting the generality of the foregoing,
future advances to the Borrower under fixed or revolving credits established
from time to time and letters of credit whether or not drawn upon, issued by the
Secured Parties with respect to the Borrower.
2. Collateral
2.1The collateral
subject to the security interest created herein is all of the Borrower’s present
and after acquired personal property and, without
limiting the generality of the foregoing, includes:
(a) Equipment:
|
|
all
machinery, equipment and other tangible personal property now owned or
hereafter acquired by the Borrower (hereinafter collectively referred to
as the “Equipment”);
|
(b) Accounts
receivable:
|
|
(i)
|
all
debts, demands and choses in action which are now due, owing or accruing
due or which may hereafter become due, owing or accruing due to the
Borrower and all claims of whatsoever nature or kind which the Borrower
now has or may hereafter have, including claims against the Crown and
claims under insurance policies;
|
|
|
(ii)
|
all
contracts, securities, bills, notes, lien notes, judgments, chattel
mortgages, mortgages, and all other rights and benefits which now are or
may hereafter be vested in the Borrower in respect of or as security for
any of the said debts, demands, choses in action and claims;
and
|
|
|
(iii)
|
all
books, accounts, invoices, letters, papers and documents in any way
evidencing or relating to any of the said debts, demands, choses in action
and claims;
|
(hereinafter
collectively referred to as the “Accounts
Receivable”);
(c) Intangibles:
all
intangible personal property now owned or hereafter acquired by the Borrower and
not included in the aforesaid security interests, including without limitation
all contractual rights, leasehold interests, good will, patents, trademarks,
copyrights, industrial designs, patent applications,
trademark applications, service marks, tradenames, trade secrets, licenses,
domain names, information and proprietary rights and processes as are necessary
to the conduct of the Borrower’s business as now
conducted and as presently proposed to be conducted and other industrial
or intellectual property or rights therein, under license or otherwise
(hereinafter collectively referred to as the “Intangibles”);
(d) Other personal
property:
all of
the remaining personal property of the Borrower of every kind now owned or
hereafter acquired by the Borrower (except such property as is validly and
effectively subject to the foregoing security interests), including documents of
title, chattel paper, instruments, securities and money (hereinafter
collectively referred to as the “Other Personal Property”);
and
(e) Proceeds:
all
proceeds derived directly or indirectly therefrom including, without limiting
the generality of the foregoing, proceeds of sale, lease or other dispositions
of any property subject to all of the foregoing security interests, proceeds of
a kind similar to the above described items, and money, cheques or deposit
accounts in deposit taking institutions (hereinafter collectively referred to as
the “Proceeds”).
All of the foregoing (namely the
Equipment, the Accounts Receivable, the Intangibles, the Other Personal Property
and the Proceeds) is hereinafter collectively referred to as the “Collateral”. The
Borrower attaches hereto as Exhibit A a list of all Collateral that is material
the Borrower’s business and plans of operation and understands that any of the
Borrower’s assets not included on this list shall still be deemed to
be Collateral.
2.2 The
Collateral shall not include the last day of any term of years reserved by any
lease, verbal or written, or any agreement therefrom, now held or hereafter
acquired by the Borrower, but the Borrower shall stand possessed of the
reversion remaining in the Borrower of any leasehold premises, for the time
being demised, as aforesaid, upon trust to assign and dispose thereof as the
Secured Parties shall direct through their Representative; and upon any sale of
the leasehold premises, or any part thereof, the Secured Parties for the purpose
of vesting the aforesaid reversion of any such term or any renewal thereof and
any purchaser or purchasers thereof shall be entitled by deed or writing to
appoint such purchaser or purchasers or any other person or persons a new
trustee or trustees of the aforesaid reversion of any such term or any renewal
thereof in the place of the Borrower and divest the same accordingly in the new
trustee or trustees so appointed freed and discharged from any obligations
respecting the same.
2.3 The
security interest shall be a general and continuing security interest
notwithstanding any dealing by the Secured Parties with the Borrower or any
other person claiming under or with respect to the Borrower or the Collateral,
notwithstanding any other title retention agreement, commercial pledge, right of
resale, security interest or other encumbrance whatsoever.
3. Sales in
the ordinary course of business
3.1 The
Borrower shall have no right to sell, lease or dispose of any of the Collateral
except for a sale in the ordinary course of business upon customary sales terms
for value received.
4. Warranties
of the Borrower
4.1 The
Borrower hereby warrants to each Secured Party that:
|
|
(a)
|
the
Borrower is or will be the owner of, or have an interest in, the
Collateral free from any adverse liens, security interest or encumbrances,
and agrees that it will defend the Collateral against all claims and
demands of all persons, firms or bodies corporate at any time claiming the
same or any interest therein; and
|
|
|
(b)
|
the
security interests herein are given and taken as additional security for
the payment of the monies payable under other security instruments between
the Borrower and the Secured Parties, and not in substitution
therefor.
|
5. Undertakings
5.1 The
Borrower hereby undertakes to:
|
|
(a)
|
promptly
pay all obligations, indebtedness and liabilities owing to the Secured
Parties as they become due or are
demanded;
|
|
|
(b)
|
maintain
the Collateral in good condition and repair and provide adequate storage
facilities to protect the Collateral and not permit the value of the
Collateral to be impaired, reasonable wear and tear
excepted;
|
|
|
(c)
|
not,
without the consent in writing of the Secured Party through their
Representative, create any security interest, mortgage, hypothecate,
charge, lien or other encumbrance upon the Collateral or any part thereof
ranking or purporting to rank in priority to or pari passu with the
security interest created by this Agreement, except that the Borrower may
create a purchase money security interest in Collateral hereafter acquired
but only if such interest is perfected and notification thereof is given
to the Secured Parties and their Representative pursuant to the provisions
of the British Columbia Personal Property Security
Act;
|
|
|
(d)
|
defend
the title to the Collateral against all persons, firms or bodies corporate
claiming any interest in the Collateral or any part
thereof;
|
|
|
(e)
|
not,
without the prior written consent of the Secured Parties through their
Representative, remove the Collateral or any part thereof from the
location where the Borrower carries on its business, except for rentals,
machinery demonstrations, repairs and maintenance in the ordinary course
of business which shall take place within or at said
location;
|
|
|
(f)
|
pay
all taxes, assessments and levies or charges from any source which may be
assessed against the Collateral or any part thereof or which may result in
a lien against the Collateral or any part thereof and insure the
Collateral for loss or destruction by fire, wind storm and such other
perils stipulated by the Secured Parties or their
representative in an amount not less than the full insurable
value of the Collateral or the amount from time to time hereby secured,
whichever is lesser, with appropriate endorsement to secure the Secured
Parties as their interest shall appear. In the event the
Borrower shall fail to provide adequate insurance when required to do so
or to pay any of the said taxes, assessments, levies or charges the
Secured Parties may, without notice, at its option, but without any
obligation or liability so to do, procure insurance and pay taxes or other
charges and add said sums to the balance of the debt hereby secured or
claim from the Borrower immediate reimbursement of such
sums;
|
|
|
(g)
|
keep,
at the principal place of business of the Borrower, accurate books and
records of the Collateral and furnish at the request of the Secured Party
or their representative from time to time, in writing, all information
requested relating to the Collateral or any part thereof and the Secured
Parties and their Representative shall be entitled from time to time to
inspect the aforesaid Collateral and to take temporary custody of and make
copies of all documents relating to Accounts Receivable, and for such
purposes the Secured Parties and their Representative shall have access to
all premises occupied by the Borrower or where the Collateral or any of it
may be found;
|
|
|
(h)
|
duly
observe and conform to all valid requirements of a governmental authority
relative to any of the Collateral and all covenants, terms and conditions
upon or under which the Collateral is
held;
|
|
|
(i)
|
do,
make and execute, from time to time at the request of the Secured Parties
through their Representative, all such financing statements, further
assignments, documents, acts, matters and things as may be reasonably
required by the Secured Party of or with respect to the Collateral or any
part thereof or as may be required to give effect to these
presents;
|
|
|
(j)
|
give
immediate notice to the Secured Parties and their
Representative in the event of a change of the corporate or
trade name of the Borrower;
|
|
|
(k)
|
pay,
on demand of any Secured Party, all reasonable expenses, including
solicitor’s fees and disbursements and all the remuneration of any
Receiver appointed hereunder, incurred by such Secured Party in the
preparation, perfection and enforcement of this
Agreement;
|
|
|
(l)
|
not
sell or offer to sell, assign, pledge, lease or otherwise transfer or
encumber the Collateral or any interest therein, without the prior written
consent of Secured Parties;
|
|
|
(m)
|
file
all required Uniform Commercial Code filings or equivalent filings
required to make the security interests granted in this Agreement valid,
binding and effective in the Borrower’s jurisdictions of incorporation and
operation and any jurisdictions in which Collateral is located and to
amend such filings anytime that a new Lender becomes a Party to the Loan
Agreement and this Agreement; and
|
|
|
(n)
|
not,
without the prior written approval of the Representative, enter into any
agreement or understanding to issue debentures, promissory notes or any
other form of debt to third
parties.
|
|
5.2
|
Each
Secured Party hereby agrees:
|
|
|
(a)
|
to
appoint a “Representative” hereunder who can act on behalf of the Secured
Parties in exercising their rights and obligations hereunder and hereby
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ a power-of-attorney to act as the initial
Representative. Such power-of-attorney can be revoked and a new
Representative appointed upon the written consent of a majority of the
Secured Parties (as determined by the outstanding Loan amount of the
consenting Secured Parties in comparison to the outstanding Loan amounts
of all Secured Parties); and
|
|
|
(b)
|
that
any Secured Party that becomes a Party to this Agreement after its initial
signing date shall have an equal interest in the security interests
granted hereunder and authorizes the Borrower to amend any filings under
“5.1(m)” to reflect the new Secured Party and the increase in the secured
amount.
|
6. Maintain
security interest
6.1 The
Borrower shall pay all expenses and, upon request, take any action reasonably
deemed advisable by the Secured Parties through their Representative to preserve
the Collateral or to establish, determine priority of, perfect, continue
perfected, terminate and/or enforce the Secured Parties’ interest in it or
rights under this Agreement. If the Borrower fails to act as required
by this Agreement, the Secured Parties through their Representative are
authorized, in the Borrower’s name, to take any such action, including without
limitation, signing the Borrower’s name or paying all amounts so required, and
the cost thereof shall be one of the debts and liabilities secured
hereunder.
7. Default
7.1 The
Secured Parties through their Representative may, at its option in writing,
declare the Borrower to be in default under this Agreement and/or may declare
the whole or any part of the unpaid balance of any obligations, indebtedness and
liabilities secured by this Agreement immediately due and payable if any of the
following events occurs:
|
|
(a)
|
the
Borrower does not observe or perform any of the Borrower’s obligations
under either this Agreement or the Loan Agreement and shall fail to cure
such default within 10 calendar days after receipt of notice thereof in
writing by the Borrower from the
Lender;
|
|
|
(b)
|
any
representation, warranty or statement made by or on behalf of the Borrower
to the Lender is untrue in any material respect at the time when or as of
which it was made;
|
|
|
(c)
|
the
Borrower ceases or threatens to cease to carry on in the normal course the
Borrower’s business or any material part
thereof;
|
|
|
(d)
|
a
proceeding shall have been instituted in a court having jurisdiction
seeking a decree or order for relief in respect of the Borrower in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) or the Borrower for any substantial part of its
property, or for the winding-up or liquidation of its affairs;
or
|
|
|
(e)
|
the
Borrower shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent
to the entry of any order for relief in an involuntary case under any such
law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) or the Borrower or for any substantial part of its
property, or shall make a general assignment for the benefit of creditors,
or shall fail generally to pay its debts as they become due, or shall take
any action in furtherance of any of the
foregoing.
|
8. Enforcement
and remedies
8.1 Upon
default the security interest granted hereby shall become enforceable and the
Secured Parties shall have all the rights and remedies available to it under the
British Columbia Personal
Property Security Act, as amended from time to time, as well as any other
applicable laws and, but so as not to restrict the generality of the foregoing,
the following rights and remedies:
|
|
(a)
|
the
Secured Parties may appoint by instrument in writing any receiver, manager
or receiver-manager appointed by the court (all of whom are hereinafter
referred to as the “Receiver”) of all or any
part of the Collateral and remove or replace such Receiver from time to
time or may institute proceedings in any court of competent jurisdiction
for the appointment of such a Receiver. Any such Receiver or
Receivers so appointed shall have power to take possession of the
Collateral hereby charged or to carry on the business of the Borrower and
to concur in selling any of such Collateral or any part thereof, and for
such purposes to occupy and use any real or personal property of the
Borrower without charge therefor for so long as may be
necessary;
|
|
|
(b)
|
the
Secured Parties or their Representative may demand that the Borrower
assemble the Collateral or part thereof, in any convenient place
designated by the Secured Parties and deliver possession of all of the
Collateral or part thereof to the Secured
Parties;
|
|
|
(c)
|
the
Secured Parties or their Representative may take such steps as it
considers necessary or desirable to obtain possession of all or any part
of the Collateral, and to that end the Borrower agrees that the Secured
Party may by its servants, agents or receiver at any time during the day
or night enter upon lands and premises where the Collateral may be found
for the purpose of taking possession of and removing the Collateral or any
part thereof;
|
|
|
(d)
|
the
Secured Parties or their Representative may seize, collect, realize,
borrow money on the security of, release to third parties or otherwise
deal with the Collateral or any part thereof in such manner, upon such
terms and conditions and at such time or times as may seem to it advisable
and without notice to the Borrower (except as otherwise required by any
applicable law);
|
|
|
(e)
|
the
Secured Parties or their Representative may charge the Borrower for any
expense incurred by a Secured Party or the Representative (including
taxes, insurance, legal, accounting and receiver fees) in protecting,
seizing, collecting, realizing, borrowing on the security of, selling or
obtaining payment of the Collateral or any part thereof and may add the
amount of such sums to the indebtedness of the
Borrower;
|
|
|
(f)
|
the
Secured Parties or their Representative may elect to retain all or any
part of the Collateral in satisfaction of the obligations, indebtedness
and liabilities of the Borrower to the Secured
Parties;
|
|
|
(g)
|
the
Secured Parties or their Representative may grant extensions of time and
other indulgences, take and give up securities, accept compositions, grant
releases and discharges, release any part of the Collateral to third
parties and otherwise deal with the Borrower, borrowers of the Borrower,
sureties and others and with the Collateral and other securities as the
Secured Parties or their Representative may see fit without prejudice to
the liability of the Borrower or the Secured Parties’ right to hold and
realize the Collateral;
|
|
|
(h)
|
in
the event of a Secured Party taking possession of the Collateral, or any
part thereof in accordance with the provisions of this Agreement, such
Secured Party shall have the right to maintain the same upon the premises
on which the Collateral may then be situate and for the purpose of such
maintaining shall be entitled to the free use and enjoyment of all
necessary buildings, premises, housing, stabling, shelter and
accommodation for the proper maintaining, housing and protection of the
Collateral so taken possession of by such Secured Party as aforesaid, and
for its servant or servants, assistant or assistants, and the Borrower
covenants and agrees to provide the same without cost or expense to
such Secured Party until such time as such Secured Party shall
determine in its discretion to remove, sell or otherwise dispose of the
Collateral so taken possession of by it as
aforesaid;
|
|
|
(i)
|
to
facilitate the realization of the Collateral, the Secured Parties or its
Receiver may carry on or concur in the carrying on of all or part of the
business of the Borrower and may, to the exclusion of all others,
including the Borrower, enter upon, occupy and use all or any of the
premises, buildings, plant and undertaking of the Borrower or occupied or
used by the Borrower, and use all or any of the tools, machinery and
equipment of the Borrower for such time as the Secured Parties or receiver
sees fit, free of charge, to manufacture or complete the manufacture of
any inventory and to pack and ship the finished product, and the Secured
Parties or Receiver shall not be liable to the Borrower for any neglect in
so doing or in respect of any rent, rent charges, depreciation or damages
in connection with such actions;
|
|
|
(j)
|
the
Secured Parties or their Representative may, if it deems it necessary for
the proper realization of all or any part of the Collateral, pay any
encumbrance, lien, claim or charge that may exist or be threatened against
the same and in every such case the amounts so paid together with costs,
charges and expenses incurred in connection therewith shall be added to
the obligations of the Borrower to the Secured Parties at the date of
payment thereof by the Secured
Parties;
|
|
|
(k)
|
the
Secured Parties or their Representative may 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 Parties or their Representative
may seem reasonable, provided that if any sale is on credit the Borrower
will not be entitled to be credited with the proceeds of any such sale,
lease or other disposition until the monies therefor are actually
received; and
|
|
|
(l)
|
all
monies collected or received by the Secured Parties or their
Representative in respect of the Collateral may be applied on account of
such parts of the indebtedness and liability of the Borrower as to the
Secured Parties or their Representative seems best or may be held
unappropriated in a Collateral account or in the discretion of the Secured
Party may be released to the Borrower, all without prejudice to the
Secured Parties’’ claims upon the
Borrower.
|
8.2 The
rights and remedies herein conferred upon the Secured Parties shall be
cumulative and not alternative and shall be in addition to and not in
substitution for or in derogation of rights and remedies conferred by the
British Columbia Personal
Property Security Act and any other applicable laws.
9. Waiver
9.1 The
Secured Parties or their Representative may permit the Borrower to remedy any
default without waiving the default so remedied, and the Secured Parties or
their Representative may waive any default without having waived any other
subsequent or prior default by the Borrower. A waiver shall only be
binding on the Secured Parties if it has been given in writing.
9.2 The
Borrower shall not be discharged by any extension of time, additional advances,
renewals and extensions, the taking of further security, releasing security,
extinguishment of the security interest created therein as to all or any part of
the Collateral, the failure to perfect the security or any other act except a
release or discharge of the said security interest upon the full payment of the
obligations, indebtedness and liabilities secured by this Agreement, including
charges, expenses, fees, costs and interest.
9.3 The
Borrower waives the right to receive any verification statements or financing
statements related to this Agreement.
10. Non-liability
of the Secured Parties or their Representative
10.1 The
Secured Parties and their Representative shall not be liable or accountable for
any failure to seize, collect, realize, sell or obtain payment of the Collateral
or any part thereof and shall not be bound to institute proceedings for the
purpose of seizing, collecting, realizing or obtaining possession or payments of
the same or for the purpose of preserving any rights of the Secured Parties, the
Borrower, or any other person, firm or body corporate in respect of
same. The Secured Parties or their Representative shall use
reasonable care in the custody and presentation of Collateral it has taken into
its possession and the Borrower hereby agrees that the Secured Parties or their
Representative shall not be obliged to preserve any rights against other persons
or take any steps to preserve any rights of the Borrower with respect to Other
Personal Property including any instrument, security or chattel paper included
in the Collateral.
11. Additional
security
11.1 This
Agreement is in addition to and not in substitution for any other agreement
between the parties creating a security interest in all or part of the
Collateral, and whether heretofore or hereafter made, and the terms of such
other agreement or agreements shall be deemed to be continued unless expressly
provided to the contrary in writing and signed by the Parties.
12. Attachment
12.1Subject
to section “12.2” hereinbelow, the Borrower warrants and acknowledges that value
has been given and that the Borrower and the Secured Parties intend the security
interests created by this Agreement to attach upon the execution of this
Agreement and the receipt by the Borrower of the Principal Amount and all
Interest under the Loan Agreement, and that value has been given and that the
Borrower has rights in the Collateral.
12.2 With
respect to any part of the Collateral to be acquired by the Borrower after the
date hereof, the Borrower warrants and acknowledges that the Borrower and the
Secured Parties intend the security interests created by this Agreement to
attach as soon as the Borrower has rights therein.
13. Future
advances
13.1 Nothing
herein contained including the execution of this Agreement nor the perfection of
any of the security interest contained herein shall obligate the Secured Parties
to make any advance or future advance or loan or renewal or extension of any
indebtedness or liability of the Borrower whatsoever.
14. Notices
14.1 Notwithstanding
anything herein contained and whether or not expressly stipulated herein, every
notice or other communication contemplated hereby or otherwise relating hereto
shall be in writing. Every notice required or permitted to be
communicated hereunder may be:
|
|
(a)
|
served
personally by leaving it with the party to whom it is to be
communicated;
|
|
|
(b)
|
communicated
by telecopy to the party to whom it is to be communicated;
or
|
|
|
(c)
|
mailed
by prepaid registered mail (with acknowledgement of receipt requested) to
the party to whom it is to be
communicated.
|
If a notice is served personally, it
shall be deemed to have been validly communicated to and received by the party
to whom it was addressed on the date on which it was delivered. If a
notice is communicated by telecopy, it shall be deemed to have been validly
communicated to and received by the party to whom it was addressed on the expiry
of eight hours after it was transmitted or 9:00 a.m. (according to the time zone
of the party to whom it was addressed) on the day following its transmission,
whichever is later. If a notice is mailed as aforesaid, it shall be
deemed to have been validly communicated to and to have been received by the
addressee thereof on the earlier of the date of its receipt or the eleventh day
following the mailing thereof in Canada, provided that no party shall mail any
notice during any period during which Canadian postal workers, whether in the
whole of Canada or in any region thereof where a notice is to be communicated,
are on strike, are withholding of services or lock-out is threatened or has just
been terminated so that, in the result, it may be adversely
affected. Any address as provided for in this section may be changed
by written notice as contemplated by this section, and the respective addresses
of the parties hereto for the communication of notice shall be as set forth on
the front page of this Agreement.
15. Headings
15.1 All
headings used in this Agreement have been inserted for convenience of reference
only and are not intended to assist in the interpretation of any of the
provisions of this Agreement unless expressly referred to in the provisions of
this Agreement.
16. General
16.1 The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision.
16.2 This
Agreement shall be interpreted in accordance with the laws of the Province of
British Columbia, Canada.
17. Receipt
of copy
17.1The
Borrower hereby acknowledges receipt of a copy of this Security
Agreement.
18. Enurement
18.1 This
Agreement benefits the Secured Parties, their successors and assigns and binds
the Borrower and their heirs, executors, personal representatives, successors
and assigns.
19 Amendment.
19.1 This
Agreement may only be amended with the prior written consent of all of the
parties hereto.
WITNESS
the hand of the authorized representative of the undersigned Borrower given
under seal as of the
Effective Date determined hereinabove.
The
COMMON SEAL of)
the
Borrower herein,)
was
hereunto affixed in the presence of:)(C/S)
)
)
)
Authorized
Signatory)
__________
-- End of
Secured Loan Agreement --
__________