EXHIBIT 10.16
GENERAL SECURITY AGREEMENT
THIS AGREEMENT is made as of June_____, 1998
BETWEEN:
TELE HUB LINK CORPORATION, a corporation incorporated
under the laws of Ontario (hereinafter referred to as
the "Debtor")
- and -
AT&T CANADA LONG DISTANCE SERVICES COMPANY, a
corporation amalgamated under the laws of Nova Scotia
(Hereinafter referred to as the "Secured Party").
WHEREAS the Debtor has agreed to grant a security interest and
assignment, mortgage and charge in the Collateral in order to secure the
performance of its Obligations to the Secured Party:
NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the
premises and the covenants and agreements herein contained the parties hereto
agree as follows:
ARTICLE 1 - INTERPRETATION
1.01 INTERPRETATION
In this agreement, unless something in the subject matter or context is
inconsistent therewith,
"Agreement" means this agreement and all amendments made hereto by written
agreement between the Secured Party and the Debtor.
"Collateral" has the meaning set out in Section 2.01.
"Event of Default" has the meaning set out in Section 6.01.
"Obligations" means all obligations of the Debtor to the Secured party
including, without limiting the generality of the foregoing, all debts and
liabilities, present or future, direct or indirect, absolute or consignment,
incurred or not, whenever and however incurred, in any currency at any time
owing by the Debtor to the Secured Party or remaining unpaid by the Debtor to
the Secured party including, without limiting the generality of the foregoing,
all amounts owing or remaining unpaid under the Service Agreement, and whether
the same is from time to time reduced and
thereafter increased or entirely extinguished and thereafter incurred again and
whether arising from dealings between the Secured Party and the Debtor or from
other dealings or proceedings by which the Secured Party may be or become in any
manner whatsoever a creditor of the Debtor and wherever incurred and whether
incurred by the Debtor alone or with another or others and whether as principal
or surety, including all interest, commissions, legal and other costs, charges
and expenses.
"Receiver" has the meaning set out in Section 6.2(1)(a).
"Service Agreement" means the service agreement made as of October 14, 1998
between the Debtor and the Secured Party, as the same may be amended,
supplemented, restated or replaced from time to time.
The terms "accessions", "accounts", "Chattel paper", "documents of title",
"goods", "instrument", "intangibles", "inventory", "money", "proceeds" and
"securities" whenever used herein have the meanings given to those terms in the
PERSONAL PROPERTY SECURITY ACT (Ontario), as now enacted or as the same may from
time to time be amended re-enacted or replaced.
1.02 SECTIONS AND HEADINGS
The division of the Agreement into Articles and Sections and insertion of
headings are for convenience of reference only and will not affect the
construction or interpretation of the 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 matter or context
is inconsistent therewith, reference herein to Articles and Sections are to
Articles and Sections of this Agreement.
1.03 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.
ARTICLE 2 - GRANT OF SECURITY INTEREST
2.01 SECURITY INTEREST
As general and continuing security for the payment and performance of all
Obligations of the Debtor to the Secured Party, 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 (collectively, the
"Collateral"), and 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
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mortgages and charges the Collateral as and by way of a fixed and specific
mortgage and charge to the Secured Party. Without limiting the generality of the
foregoing, the Collateral will include all right, title and interest that the
Debtor now has or may hereafter have, be possessed of, be entitled to, or
acquire, by way of amalgamation or otherwise, now or hereafter or may hereafter
have in all property of the following kinds:
(a) 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");
(b) 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");
(c) EQUIPMENT: all machinery, equipment, fixtures, furniture, plant, vehicles
and other tangible personal property which are not Inventory (collectively,
the "Equipment");
(d) CHATTEL PAPER: all chattel paper;
(e) DOCUMENTS OF TITLE: all warehouse receipts, bills of lading and other
documents of title, whether negotiable or not;
(f) SECURITIES AND INSTRUMENTS: all shares, stock, warrants, bonds, debentures,
debenture stock and other securities and all instruments (collectively, the
"Securities");
(g) INTANGIBLES: all intangibles not otherwise described in this Section 2.01
including, without limiting the generality of the foregoing, all goodwill,
patents, trademarks, copyrights and other industrial property;
(h) MONEY: all coins or bills or other medium of exchange adopted for use as
part of the currency of Canada or of any foreign government;
(i) BOOKS, RECORDS, ETC.: all books, papers, accounts, invoices, documents and
other records in any form evidencing or relating to any of the property
described in this Section 2.01 and all contracts, securities, instruments
and other rights and benefits in respect thereof;
(j) SUBSTITUTIONS, ETC.: all replacements of, substitutions for and increases,
additions and accessions to any of the property described in this Section
2.01; and
(k) 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;
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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.
2.02 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.
ARTICLE 3 - GENERAL REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE DEBTOR
3.01 REPRESENTATIONS AND WARRANTIES
The Debtor hereby represents and warrants to the Secured Party that:
(a) 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 authorize
by all necessary corporate action on the part of 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;
(b) all financial information provided by the Debtor to the Secured Party is
true, correct and complete; all financial statements have been prepared in
accordance with Canadian generally accepted accounting principles
consistently applied; there has been no material adverse change in the
Debtor's financial condition since the date of the most recent financial
statements provided to the Secured Party;
(c) except as otherwise provided herein or disclosed in a schedule hereto, all
of the Collateral is the sole property of the Debtor free from any liens,
charges, security interests, encumbrances or any rights of others which
rank prior to or PARI PASSU with the security interest, assignment and
mortgage and charge granted hereby; and
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(d) the address of the Debtor's chief executive office and the office where it
keeps its records respecting the Receivables, is that given at the end of
this Agreement.
3.02 COVENANTS
The Debtor covenants with the Secured Party that the Debtor will:
(a) ensure that the representations and warranties set forth in Section 3.01
will be true and correct at all times;
(b) maintain, use and operate the Collateral and carry on and conduct its
business in a lawful in a lawful and business-like manner;
(c) 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;
(d) 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 disclosed in a schedule hereto or hereafter approved in
writing by the Secured Party prior to their creation or assumption;
(e) not change its chief executive office and the location of the office where
it keeps its records respecting the Receivables, or move any of the
Inventory, Securities or Equipment from the locations specified in any
schedule hereto, without the prior written consent of the Secured Party;
(f) 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 became due and payable, and will exhibit
to the Secured Party, when required, the receipts and vouchers establishing
such payment;
(g) 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;
(h) 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
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Party will have access to all premises occupied by the Debtor or where the
Collateral may be found;
(i) 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;
(j) 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
(k) 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 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.
ARTICLE 4 - INSURANCE
4.01 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 so as to prevent the Debtor from becoming a co-insurer under the terms of
any such policy. All 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
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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.
ARTICLE 5 - DEALING WITH COLLATERAL
5.01 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.
5.02 RIGHTS AND DUTIES OF THE SECURED PARTY
(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.
(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.
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5.03 REGISTRATION OF SECURITIES
The Secured Party may have any Securities registered in its name or in the name
of its nominee and will be entitled but not bound or required to exercise any of
the rights that any holder of such Securities may at any time have, provided
that until an Event of Default has occurred and is continuing, the Debtor will
be entitled to exercise in a manner not prejudicial to this interests of the
Secured Party or which would violate or be inconsistent with this Agreement, all
voting power from time to time exercisable in respect of the Securities. The
Secured Party will not be responsible for any loss occasioned by its exercise of
any of such rights or by failure to exercise the same within the time limited
for the exercise thereof. The Debtor must from time to time forthwith upon the
request of the Secured Party deliver to the Secured Party those Securities
requested by the Secured Party duly endorsed for transfer to the Secured Party
or its nominee to be held by the Secured Party subject to the terms of this
Agreement.
5.04 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.
5.05 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 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.
ARTICLE 6 - DEFAULT AND REMEDIES
6.01 EVENTS OF DEFAULT
The Debtor will be in default under this Agreement upon the occurrence of any of
the following events (herein referred to as an "Event of Default":
(a) the Debtor does not pay to the Secured Party any sum when due;
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(b) the Debtor does not observe or perform any covenant or obligation of the
Debtor contained in this Agreement;
(c) any representation or warranty made by the Debtor herein or in any
documents or certificate provided at any time to the Secured Party in
connection herewith is proven to be incorrect or misleading in any material
respect;
(d) the Debtor is in default under any other agreement with the Secured Party
or under any material agreement with any other person;
(e) the Debtor ceases or threatens to cease to carry on the business currently
being carried on by it or a substantial portion thereof or makes or agrees
to make an assignment, disposition or conveyance whether by way of sale or
otherwise, of its assets in bulk;
(f) the Debtor is an insolvent person within the meaning of the BANKRUPTCY AND
INSOLVENCY ACT (Canada) or commits or threatens to commit any act of
bankruptcy;
(g) the commencement of any proceeding or the taking of any step by or against
the Debtor for the dissolution, liquidation or winding-up of the Debtor or
for any relief under the laws of any jurisdiction relating to bankruptcy,
insolvency, reorganization, arrangement, compromise or winding-up, or for
the appointment of one or more of a trustee, receiver, receiver and
manager, custodian, liquidator or any other person with similar powers with
respect to the Debtor or the Collateral or any party thereof;
(h) the Collateral or any part thereof is seized or otherwise attached by
anyone pursuant to any legal process or other means, including distress,
execution or any other step or proceeding with similar effect, and the same
is not released, bonded, satisfied, discharged or vacated within the
shorter of a period of 15 days and 10 days less than such period as would
permit such property or any part thereof to be sold pursuant thereto; or
(i) the Secured Party believes in good faith that the prospect of payment or
performance of any of the Obligations is impaired or that the Collateral is
in danger of being lost, damaged or confiscated, or of being encumbered by
the Debtor or seized or otherwise attached by anyone pursuant to any legal
process.
6.02 REMEDIES
(1) On or after the occurrence of any Event of Default, (i) any or all of the
Obligations will at the option of the Secured Party become immediately due and
payable or be subject to immediate performance, as the case may be, without
presentment, protest or notice of dishonour, all of which are expressly waived;
(ii) the obligation, if any, of the Secured Party to extend further credit to
the Debtor will cease; (iii) any or all security granted hereby will, at the
option of the Secured Party, become immediately enforceable; and (iv) in
addition to any right or
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remedy provided by law, the Secured Party will have the rights and remedies set
out below, all of which rights and remedies will be enforceable successively,
concurrently or both:
(a) the Secured Party may by appointment in writing appoint a receiver or
receiver and manager (each herein referred to as the "Receiver") of the
collateral (which term when used in this Section 6.02 will include the
whole or any part of the Collateral) and may remove or replace such
Receiver from time to time or may institute proceedings in any court of
competent jurisdiction for the appointment of a Receiver of the collateral;
and the term "Secured Party" when used in this Section 6.02 will include
any Receiver so appointed and the agents, officers and employees of such
Receiver; and the Secured Party will not be in any way responsible for any
misconduct or negligence of any such Receiver;
(b) the Secured Party may take possession of the Collateral and require the
Debtor to assemble the Collateral and deliver or make the collateral
available to the Secured Party at such place or places as may be specified
by the Secured Party;
(c) the Secured Party may take such steps as it considers desirable to
maintain, preserve or protect the Collateral;
(d) the Secured Party may carry on or concur in the carrying on of all or any
party of the business of the Debtor;
(e) the Secured Party may enforce any rights of the debtor in respect of the
Collateral by any manner permitted by law;
(f) the Secured Party may sell, lease or otherwise dispose of the Collateral at
public auction, by private tender, by private sale or otherwise either for
cash or upon credit upon such terms and conditions as the Secured Party may
determine and without notice to the Debtor unless required by law;
(g) the Secured Party may accept the Collateral in satisfaction of the
Obligations upon notice to the Debtor of its intention to do so in the
manner required by law;
(h) the Secured Party may, for any purpose specified herein, borrow money on
the security of the Collateral in priority to the security interest,
assignment and mortgage and charge granted by this Agreement;
(i) the Secured Party may enter upon, occupy and use all or any of the
premises, buildings and plant occupied by the Debtor and use all or any of
the Equipment and other personal property of the Debtor for such time as
the Secured Party requires to facilitate the realization of the collateral,
free of charge, and the Secured Party will not be liable to the Debtor for
any neglect in so doing or in respect of any rent, charges, depreciation or
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damages in connection with such actions;
(j) the Secured Party may charge on its own behalf and pay to others all
reasonable amounts for expenses incurred and for services rendered in
connection with the exercise of the rights and remedies of the Secured
Party hereunder, including, without limiting the generality of the
foregoing, reasonable legal, Receiver and accounting fees and expenses, and
in every such case the amounts so paid together with all costs, charges and
expenses incurred in connection therewith, including interest thereon at
such rate as the Secured Party deems reasonable, will be added to and form
part of the Obligations hereby secured; and
(k) the Secured Party may discharge any claim, lien, mortgage, charge, security
interest, encumbrance or any rights of others that may exist or be
threatened against the collateral, and in every such case the amounts so
paid together with costs, charges and expenses incurred in connection
therewith will be added to the Obligations hereby secured.
(2) The Secured Party may (i) grant extensions of time, (ii) take and perfect or
abstain from taking and perfecting security, (iii) give up securities, (iv)
accept compositions or compromises, (v) grant releases and discharges, and (vi)
release any part of the Collateral or otherwise deal with the Debtor, debtors of
the Debtor, sureties and others and with the Collateral and other security as
the Secured Party sees fit without prejudice to the liability of the Debtor to
the Secured Party or the Secured Party's rights hereunder.
(3) The Secured Party will not be liable or responsible for any failure to
seize, collect, realize, or obtain payment with respect to the Collateral and is
not bound to institute proceedings or to take other steps for the purpose of
seizing, collecting, realizing or obtaining possession or payment with respect
to the Collateral or for the purpose of preserving any rights of the Secured
Party, the Debtor or any other person, in respect of the Collateral.
(4) The Secured Party may apply any proceeds of realization of the Collateral to
payment of expenses in connection with the preservation and realization of the
Collateral as above described and the Secured Party may apply any balance of
such proceeds to payment of the Obligations in such order as the Secured Party
sees fit. If there is any surplus remaining, the Secured Party may pay it to any
person having a claim thereto in priority to the Debtor of whom the Secured
Party has knowledge any balance remaining must be paid to the Debtor. If the
disposition of the Collateral fails to satisfy the Obligations secured by this
Agreement and the aforesaid expenses, the Debtor will be liable to pay any
deficiency to the Secured Party forthwith on demand.
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ARTICLE 7 - GENERAL
7.01 BENEFIT OF THE AGREEMENT
This Agreement will inure to the benefit of and be binding upon the
successors and permitted assigns of the parties hereto.
7.02 ENTIRE AGREEMENT
This Agreement and the Service Agreement constitute the entire
agreement between the parties hereto with respect to the subject matter hereof
and cancel and supersede any prior understandings and agreements between the
parties hereto with respect thereto. There are no representations, warranties,
terms, conditions, undertakings, or collateral agreements, express, implied or
statutory, between the parties except as expressly set forth herein, or in the
Service Agreement.
7.03 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.
7.04 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.
7.05 SEVERABILITY
If any provision of this Agreement is determined to be invalid or
enforceable 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.
7.06 NOTICES
Any demand, notice or other communication to be given in connection
with this Agreement must be given in writing and may be given by personal
delivery, by registered mail or by electronic means of communication, addressed
to the recipient as follows:
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To the Debtor:
Tele Hub Link Corporation
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile No.:
Attention:
To the Secured Party:
AT&T Canada Long Distance Services Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Vice President, General Counsel and Secretary
or such other address, individual or electronic communication waiver as may be
designated by notice given by any party to the other. Any demand, notice or
other communication given by personal delivery will be conclusively deemed to
have been given on the day of actual delivery thereof and, if given by
registered mail, on the third business day following the deposit thereof in the
mail and, if given by electronic communication, on the day of transmittal
thereof if given during the normal business hours of the recipient and on the
next business day during which such normal business hours next occur if not
given during such hours on any day. If the party giving any demand, notice or
other communication knows or ought reasonably to know of any difficulties with
the postal system that might affect the delivery of mail, any such demand,
notice or other communication must not be mailed but must be given by personal
delivery or by electronic communication.
7.07 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.
7.08 FURTHER ASSURANCE
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,
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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 representation, warranties and covenants herein contained.
7.09 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.
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.
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IN WITNESS WHEREOF the parties have executed this Agreement.
DEBTOR: TELE HUB LINK CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Date of Execution President and Chief Executive Officer
(authorized signature)
SECURED PARTY: AT&T CANADA LONG DISTANCE
SERVICES COMPANY
----------------- ------------------------------------
Date of Execution (authorized signature)
ADDRESS OF DEBTOR
Location of Chief Executive Office and location of Business Records:
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
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SCHEDULE
To a General Security Agreement made as of
______________________________, 1998 between
Tele Hub Link Corporation, as Debtor, and AT&T
Canada Long Distance Services Company, as Secured
Party, referred to in Section 3.01(c) of the said
General Security Agreement.
Registrations under the PERSONAL PROPERTY SECURITY ACT (Ontario) made against
the Debtor:
Nil.
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