Exhibit 10
11532(8-98)
Postponement and Assignment of Creditors Claim
THIS AGREEMENT made this 02 day of December , 1997.
-------------------- --------------- ---------
BETWEEN:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (hereinafter called the Creditor)
SPECTRUM TRADING INC. (hereinafter called the Company)
AND
THE TORONTO DOMINION BANK
(hereinafter called the Bank)
WHEREAS the Company has an account with the Bank and desires to continue
the said account and to have such accommodation from time to time as the Bank
may furnish it.
AND WHEREAS the Creditor is now and intends to continue to be a supporter of the
Company in carrying on its business and the Company is indebted to the Creditor
in the sum of
Twenty Thousand 00/100 Dollars ($ 20,000.00 )
(hereinafter called the "existing indebtedness") the whole of which amount is
owing by the Company to the Creditor, and has not been heretofore assigned,
pledged or hypothecated by the Creditor and the Company is not otherwise
indebted to the Creditor at the present time.
NOW THEREFORE in consideration of the Bank continuing the account of the
Company for such time as the Bank sees fit and of such banking accommodation as
the Bank may from time to time furnish to the Company, the Creditor hereby
assigns and transfers unto the Bank by way of security for the present and
future indebtedness of the Company to the Bank all indebtedness both present and
future of the Company to the Creditor, including without limiting the generality
of the foregoing the existing indebtedness.
The Company acknowledges that the existing indebtedness is owing by it to
the Creditor and agrees that the existing indebtedness is not the subject of nor
will it (or any present or future indebtedness of any nature or kind of the
Company to the Creditor) hereafter without the consent of the Bank be made the
subject of any set-off or counter-claim by the Company and the Company and the
Creditor represent to the Bank that the Creditor holds no security for the
existing indebtedness or any part thereof (or for any present or future
indebtedness of any nature or kind of the Company to the Creditor) and as the
existing indebtedness as well as all other present and future indebtedness of
the Company to the Creditor has been hereby assigned and transferred to the
Bank, the Company and the Creditor hereby agree with the Bank that no
satisfaction, consideration or security will be given to or accepted by the
Creditor for any debt, liability or obligation, present or future, including the
existing indebtedness owing by the Company to the Creditor without the written
consent of the Bank first had and obtained.
The Bank will not without the consent of the Creditor press the Company for
the payment of the claims hereby assigned or take any proceedings to enforce
payment thereof by the Company but the Bank shall not in any event be bound to
demand payment of the said claims or any part thereof or take any proceeding to
collect any indebtedness of the Company to the Creditor or to enforce any
security in respect thereof except as the Bank may at its own discretion deem
fit.
In the event of the bankruptcy or winding up of the Company or any
distribution of the assets or any of the assets of the Company or proceeds
thereof among its creditors in any manner whatsoever the Bank may prove in
respect of the said sums hereby assigned as a debt owing to it by the Company
and the Bank shall be entitled to receive the dividends payable in respect
thereof such dividends to be applied on such part or parts of the Company's then
indebtedness to the Bank as the Bank shall see fit until the whole of such
indebtedness has been paid in full and thereafter the Creditor shall be entitled
to such dividends.
Upon payment in full of the Company's indebtedness to the' Bank secured by
the assignment herein contained and of all bills, notes and other instruments
representing the same the Bank will release to the Creditor all the Bank's claim
under this agreement in respect of the claims hereby assigned to it.
It is declared and agreed that the Bank shall not be bound to continue the
Company's account longer than it thinks proper or to make advances or give
accommodation to the Company to any greater extent than it shall form time to
time think proper.
This agreement shall be binding upon and shall ensure to the benefit of the
executors, administrators, successors and assigns of the respective parties
hereto.
IN WITNESS WHEREOF we have hereunto set out hands and seals and corporate
seals.
SIGNED, SEALED AND DELIVERED )
in the presence of )
)
/s/ ▇. ▇▇▇▇▇▇ ) /s/ ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------- ) ----------------------------
▇. ▇▇▇▇▇▇ ) ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
Administrative Assistant ) Spectrum Trading Inc.
)
)
) C/S
) ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
)
)
RECEIPT OF A COPY OF THE WITHIN
DOCUMENT IS HEREBY ACKNOWLEDGED
THIS 02 DAY OF DECEMBER, 1997
▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
11094 (8-97)
TD/MAIN$TREET BANKING(R) CREDIT AGREEMENT DATE (mm/dd/yyyy) 12/02/97
-----------
-----------------------------------------------------------------------------------------------------------------------
CUSTOMER NAME BRANCH OF ACCOUNT
SPECTRUM TRADING INC. SURREY CITY CENTRE CBC #9288
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.
SURREY, B.C. V3T 4X1
-----------------------------------------------------------------------------------------------------------------------
Address (Street City, Town, Province, Postal Code) ADDRESS /Street,City,
▇▇-▇▇ ▇▇▇. Surrey, B.C. V3W 3B2
-----------------------------------------------------------------------------------------------------------------------
CUSTOMER CONTACT Telephone No. BRANCH CONTACT Telephone No.
▇▇▇ ▇▇▇▇▇▇▇ 586-2000
-----------------------------------------------------------------------------------------------------------------------
[X] TD BUSINESSLINE*
-----------------------------------------------------------------------------------------------------------------------
[ ] OPTION 1 REVOLVING BY WAY OF [ ] OPTION 2 NON-REVOLVING
OVERDRAFT
-----------------------------------------------------------------------------------------------------------------------
LOAN NO. CURRENT ACCOUNT NO. LOAN NO. CURRENT ACCOUNT NO.
▇▇▇▇▇▇▇ 842 560
-----------------------------------------------------------------------------------------------------------------------
Credit Limit: $ 25,000.00 (MINIMUM $10,000) Loan Amount: $ (MINIMUM $10,000)
---------------- ------------
Interest Rate: Prime Rate plus 2.0% per annum Interest Rate Prime Rate plus per annum
Interest Payable: Monthly Interest Payable: Monthly
Repayment: On Demand Repayment: On Demand
Monthly Minimum Principal
Administration Fee: $25.00 Payment Amount: $
-------------------
Frequency, Each
------------------------
Starting:
------------------------
-----------------------------------------------------------------------------------------------------------------------
[ ] TD BUSINESS OVERDRAFT PROTECTION
-----------------------------------------------------------------------------------------------------------------------
LOAN NO. CURRENT ACCOUNT NO.
------------------------------------ ------------------------------------
OVERDRAFT LIMIT INTEREST RATE INTEREST PAYABLE REPAYMENT TERMS MONTHLY FEE
(MINIMUM $1,000) TD BUSINESS MONTHLY DEMAND $
(MAXIMUM $10,000) OVERDRAFT
PROTECTION RATE
-----------------------------------------------------------------------------------------------------------------------
[ ] TD GREENPLAN CREDIT INSURANCE (IF YES, COMPLETE FORM #11346)
-----------------------------------------------------------------------------------------------------------------------
WAIVER OF INSURANCE - I certify that I have been given the
opportunity to apply for Insurance coverage under Group Contract
4133 and after careful consideration, have decided that I do not
wish to take advantage of this offer. X
----------------------------------------
INDIVIDUAL NAME:
X
----------------------------------------
INDIVIDUAL NAME:
-----------------------------------------------------------------------------------------------------------------------
[ ] COLLATERAL SECURITY (INCLUDES PERSONAL GUARANTEE(S))
-----------------------------------------------------------------------------------------------------------------------
SECURITY DESCRIPTION ASSET DESCRIPTION ESTIMATED VALUE
- Guarantee of Advances - Limited $25,000.00 signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ - Mainstreet
-----------------------------------------------------------------------------------------------------------------------
Banking Guarantee
- Guarantee of Advances - Limited $25,000.00 signed by ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ - Mainstreet
-----------------------------------------------------------------------------------------------------------------------
- Mainstreet Banking Security Agreement
- Postponement and Assignment of Creditors Claim $20,000. signed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
- Postponement and Assignment of Creditors Claim $93,000. signed by ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
- T.S. Credit Insurance $25,000. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, T.D. Credit Insurance $25,000. Raj Mohinders ▇. ▇▇▇▇.
-----------------------------------------------------------------------------------------------------------------------
In this section the words 'you, your and yours' mean the person and business, who have signed below. The words, we, us
and our mean the TD Group. The word Information means your personal and business information (except health information).
It includes information provided to us by you, including through the products and services you use, and obtained from
others with your consent. You: (a) agree to be bound by the terms and conditions of the TD Main$treet Banking Credit
Agreement above and on the reverse hereof; and (b) agree to the use of your Information as follows: (i) TD Group's Use
of Information - We may use Information to establish and serve you as our customer, determine whether any products or
services of the TD Group are suitable for you and offer them to you, or when required or permitted by law. When you
provide us with your Social Insurance Number, we may use it to keep your Information separate from that of other customers
with a similar name, including Information obtained through the credit approval process. We may share Information within
the TD Group; (ii) TD Group's Collection and Use of Credit Information - We may obtain Information about you from parties
outside the TD Group, including through a credit check, and verify Information with them. You authorize those parties to
give us the Information. We may disclose Information to other lenders and credit bureaus to establish your credit history
and support the credit approval process.
You may obtain our privacy code - 'Protecting Your Privacy' - or review your options for refusing or withdrawing this
concent including your option not to be contacted about offers of products or services; by contacting your branch or
calling us at 1-800-9TD BANK.
- The TD Group means The Toronto-Dominion Bank and its subsidiaries, who provide deposit, investment, loan securities,
trust incurance and other products or services. APPLICABLE IN PROVINCE OF QUEBEC ONLY: It Is the express wish of the
parties that this agreement end any directly or Indirectly related documents be drawn up In English. Les parties ont
exprime la volonte expresse que cette convention et tous les documents s'y rattachant directement ou indirectement
solent rediges en anglais.
------------------------------------- ------------------------------------- -------------------------------------
CORPORATION SOLE PROPRIETOR OTHER
Print Corporation Print name:
name here: X X X
--------------------------- ------------------------------------- ------------------------------------
print name: name:
X title:
-------------------------------------
name:
title:
X X
------------------------------------- ------------------------------------
name: name:
title: title:
------------------------------------- ------------------------------------- -------------------------------------
------------------------------------- ------------------------------------------------------------------------------
PARTNERSHIP TD BUSINESS OVERDRAFT PROTECTION LOAN CO-▇▇▇▇▇▇
Print Partnership The individuals signing below are directly responsible, along with the
name here: business entity who has signed this Agreement, for repayment of the TD Business
--------------------------
Overdraft Protection Loan. These individuals are co-signors, and not guarantors*,
X of the To Business Overdraft Protection Loan.
------------------------------------
name: *(In Alberta, individuals must comply with the Guarantees Acknowledgment Act.)
title:
X
------------------------------------
name: X X X
------------------------------------- -------------------------------------
title: print name: print name:
------------------------------------- ------------------------------------------------------------------------------
*Trademark of The Toronto-Dominion Bank
CUSTOMER COPY
TERMS AND CONDITIONS OF TN MAIN$STREET BANKING CREDIT AGREEMENT
DESCRIPTION OF THE CREDIT FACILITY
1. You will have access to the Credit Facility up to your available 9(b) Your Option. You may repay all amounts owed within ten
Credit Limit, Overdraft Limit, or in the amount of the Loan Amount. days after sending or posting of a notice of change if you
Here's how the Credit Facility will operate: wish Here's how the end this Agreement. If you do not repay
the Bank in full, or if you access the Credit Facility, you
1 (a) TD Businessline - Option 1 - Revolving Loan. The Credit accept the change as of the effective elate of the notice
revolve. You may access the Credit Facility from time to time and the Bank will maintain your Credit Facility according to
by overdrawing your Current Account up to your Credit Limit. the revised terms and conditions described in the notice.
1 (b) TD Businessline - Option 2 - Non-Revolving Loan. The Credit 9(c) Records & Statements. The Bank will provide monthly
Facility may not revolve. Only one advance is permitted under the statements for the Current Account which reflect activity on
Credit Facility and the advance must be for an amount equal to the the Credit Facility. You agree to be bound by the provisions
Loan Amount. of your Operation of Account Agreement or Business Banking
Agreement, as the case may be, with respect to the accuracy
1(c) TD Business Overdraft Protection. The Credit Facility may of the statements and notification of any errors.
revolve. You may access the Credit Facility from time to time by
overdrawinq your Current Account up to your Overdraft Limit. MISCELLANEOUS
10(a) Your Address. You agree to keep the Bank advised of
REPAYMENT OF LOAN your current address. If more than one person signs this
Agreement, communication with any one of you will serve as
2(a) All Loans Payable On Demand. All Loans are payable on demand. notice to all.
You will repay the Loan to the Bank when the Bank demands repayment.
The Bank may at any time, in its sole discretion, cancel the Credit 10(b) Method of Communication To You. The Bank will send
Facility and require you to repay the Loan in full. communications to you by ordinary, uninsured mail. The Bank
may use other means, including hand delivery or facsimile
PAYMENTS ON THE LOAN transmission, to communicate with you. If mailed, information
information is deemed to received by you five days after
3(a) Revolving Loan - No Monthly Payments. Regular monthly payments mailing. If delivered, information is deemed to be received
are not required. Deposits made to the Current Account shall be when delivered or left at your address. If sent by facsimile
applied to the Revolving Loan. message, information is deemed to be received when a fax
confirmation is received by the Bank.
3(b) Non-Revolving Loan - Monthly Payments. You will repay the 11. Who Is Bound By This Agreement. This Agreement shall be
principal outstanding on the Non-Revolving Loan in the periodic binding on the Bank and its successors and assigns. It shall
payments shown on the front of this Agreement. binding on you, your heirs, your successors and personal
representatives - including executors and administrators. You
3(c) TD Business Overdraft Protection Loan. You must repay the must obtain our written consent to assign this Agreement to
Loan in full periodically to ensure that the Current Account another person.
is not overdrawn for any consecutive period of more than thirty-
five days. Deposits made to the Current Account shall be applied to 12. Signatures. You agree that you are jointly and severally
the TD Business Overdraft Protection Loan. (which means individually and collectively) liable to the
Bank for the Loan with each other person and business who
signs this Agreement.
3(d) All Loans. You may repay all or any part of the Loan at any
time. 13. Other Agreements. This Agreement applies only to the
Credit Facilities described on the front of this Agreement.
INTEREST Unless otherwise agreed by the Bank, in writing, all other
operating lines of credit and overdraft privileges are
4 (a) the Interest Rate. You will pay interest on the Loan at the cancelled. This Agreement is in addition to, and not in
applicable interest rate set out on the front of this Agreement. If substitution for, your Operation of Account Agreement or
the Bank, in its sole discretion, permits the Loan to exceed the Business Banking Agreement, as the case may be.
Credit Limit or Overdraft Limit and such increase will not be deemed
to be a permanent increase in the Credit Limit or Overdraft Limit. 14. The Law That Applies. This Agreement shall be governed
by the law of the Province in which the Branch of Account
4(b) Compounded and Payable Monthly. Interest on the Loan is named on the front of this Agreement is contrary to
compounded and payable monthly not in advance at the applicable applicable law, the Agreement shall continue in force with
interest rate. such amendments as may be required by law.
4(c) How Interest is Calculated And Payable. The Bank calculates 15. Debit your Account. The Bank may debit, any account
interest on the basis of a 365/366 day year. Interest will continue you have with the Bank for the amount of all fees, charges,
to be payable by you both before and after the Bank demands payment costs and expenses incurred in connection with the Credit
in full, a default on this Agreement, and a judgment is made against Facility.
you.
DEFINITIONS
FEES
16. In this Agreement:
5. You agree to pay the Bank all fees for the Loan as set out on
the front of the Agreement. The Bank may change the fees if (i) 16(a) "Credit Facility" means the credit facility described
you don't comply with this Agreement, (ii) you don't comply with on the front of this Agreement.
and other agreement relating to the Loan or (iii) the Bank thinks
that the value of the security you have provided to secure repayment 16(b) "Current Account", "Credit Limit", "Loan Amount" and
of the Loan. "Overdraft Limit" mean the current account, credit limit,
loan amount and overdraft limit described or set out on
COSTS & EXPENSES the front of this Agreement.
6. You agree to pay the Bank on demand all of the Bank's costs 16 (c) "Loan" means any and all advances made under the
and expenses (including the fees and charges of internal and Credit Facility and includes all principal, interest, fees,
external legal counsel, on a solicitor client basis), relating to costs and expenses incurred in connection with the Credit
enforcing the Loan, and taking, enforcing and realizing on the Facility.
security provided for the Loan.
16(d) "TD Business Overdraft Protection Rate" means the
AGREEMENT TO PROVIDE INFORMATION annual interest rate established by the Bank from time to
time as interest rate that is charged by the Bank on TD
7. You agree to provide, or cause to be provided, such information Business Overdraft Protection Loans.
to the Bank as the Bank may request from time to time.
16(e) "Prime Rate" means the annual interest rate
AGREEMENT To PROVIDE SECURITY established and reported by the Bank to the Bank of Canada
from tune to time as a reference rate of interest for the
8. You agree to provide, or cause to be provided, the security the determination of interest rates the Bank charges to customers
listed on the front of the Agreement and any other security of varying degrees of creditworthiness in Canada for Canadian
required by the Bank from time to time. dollar loans made by the Bank of Canada.
CHANGING THIS AGREEMENT 16(f) "You" and "Your" and "Yours" refer to customer named
on the front of this Agreement and the individuals who have
9(a) Bank May Change Agreement. The Bank may change the provisions signed this Agreement in their personal capacity. The "Bank"
of this Agreement from time to time. These changes this include refers to the Toronto-Dominion Bank.
changes to the Credit Limit, Overdraft Limit, or interest rate
payable by you. The Bank will notify you (if any change, in this
Agreement by sending you notice to your address as shown in the
Bank's records or by posting a notice in all of the Bank's branches.
11532 (8-96)
Postponement and Assignment of Creditors Claim
THIS AGREEMENT Made this 02 day of December , 1997
----------------- ----------------- ---------
(month) (year)
BETWEEN:
Raj Mohinders ▇. ▇▇▇▇ (hereinafter called the Creditor)
SPECTRUM TRADING INC. (hereinafter called the Company)
AND
THE TORONTO-DOMINION BANK
(hereinafter called the Bank)
WHEREAS the Company has an account with the Bank and desires to continue
the said account and to have such accommodation from time to time as the Bank
may furnish it.
AND WHEREAS the Creditor is now and intends to continue to be a supporter
of the Company in carrying on its business and the Company is indebted to the
Creditor in the sum of
Ninety Three Thousand 00/100 Dollars ($ 93,000.00 )
(hereinafter called the "existing indebtedness") the whole of which amount is
owing by the Company to the Creditor, and has not been heretofore assigned,
pledged or hypothecated by the Creditor and the Company is not otherwise
indebted to the Creditor at the present time.
NOW THEREFORE in consideration of the Bank continuing the account of the
Company for such time as the Bank sees fit and of such banking accommodation as
the Bank may from time to time furnish to the Company, the Creditor hereby
assigns and transfers unto the Bank by way of security for the present and
future indebtedness of the Company to the Bank all indebtedness both present and
future of the Company to the Creditor, including without limiting the generality
of the foregoing the existing indebtedness.
The Company acknowledges that the existing indebtedness is owing by it to
the Creditor and agrees that the existing indebtedness is not the subject of nor
will it (or any present or future indebtedness of any nature or kind of the
Company to the Creditor) hereafter without the consent of the Bank be made the
subject of any set-off or counter-claim by the Company and the Company and the
Creditor represent to the Bank that the Creditor holds no security for the
existing indebtedness or any part thereof (or for any present or future
indebtedness of any nature or kind of the Company to the Creditor) and as the
existing indebtedness as well as all other present and future indebtedness of
the Company to the Creditor has been hereby assigned and transferred to the
Bank, the Company and the Creditor hereby agree with the Bank that no
satisfaction, consideration or security will be given to or accepted by the
Creditor for any debt, liability or obligation, present or future, including the
existing indebtedness owing by the Company to the Creditor without the written
consent of the Bank first had and obtained.
The Bank will not without the consent of the Creditor press the Company for
the payment of the claims hereby assigned or take any proceedings to enforce
payment thereof by the Company but the Bank shall not in any event be bound to
demand payment of the said claims or any part thereof or take any proceeding to
collect any indebtedness of the Company to the Creditor or to enforce any
security in respect thereof except as the Bank may at its own discretion deem
fit.
In the event of the bankruptcy or winding up of the Company or any
distribution of the assets or any of the assets of the Company or proceeds
thereof among its creditors in any manner whatsoever the Bank may prove in
respect of the said sums hereby assigned as a debt owing to it by the Company
and the Bank shall be entitled to receive the dividends payable in respect
thereof such dividends to be applied on such part or parts of the Company's then
indebtedness to the Bank as the Bank shall see fit until the whole of such
indebtedness has been paid in full and thereafter the Creditor shall be entitled
to such dividends.
Upon payment in full of the' Company's indebtedness to the Bank secured by
the assignment herein contained and of all bills, notes. and other instruments
representing the same the Bank will release to the Creditor all the Bank's claim
under this agreement in respect of the claims hereby assigned to it.
It is declared and agreed that the Bank shall not be bound to continue the
Company's account longer than it thinks proper or to make advances or give
accommodation to the Company to any greater extent than it shall form time to
time think proper.
This agreement shall be binding upon and shall ensure to the benefit of the
executors, administrators, successors and assigns of the respective parties
hereto.
IN WITNESS WHEREOF we have hereunto set out hands and seals and corporate seals.
SIGNED, SEALED AND DELIVERED )
in the presence of )
)
/s/ ▇. ▇▇▇▇▇▇ ) /s/ ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------- ) ----------------------------
▇. ▇▇▇▇▇▇ ) ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
Administrative Assistant ) Spectrum Trading Inc.
)
)
) C/S
) ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
)
)
RECEIPT OF A COPY OF THE WITHIN
DOCUMENT IS HEREBY ACKNOWLEDGED
THIS 02 DAY OF DECEMBER, 1997
▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
The Toronto-Dominion Bank Main$treet Banking Guarantee
1. CUSTOMER GUARANTEED
The name of the customer whose obligations you are guaranteeing is: Spectrum Trading Inc.
-------------------------------------------------
(who, together with the Customer's successors, heirs and assigns, shall be referred to herein as the "Customer").
2. OBLIGATIONS GUARANTEED
In consideration of The Toronto-Dominion Bank ("TD") dealing with or continuing to deal with the Customer, you
guarantee payment on demand, of all present and future debts and liabilities of the Customer to TD, ("Obligations"),
Obligations includes, without limitation, debts and liabilities, both direct and indirect, (whether incurred alone or
jointly with others, whether absolute or contingent, whether matured or not matured, and whether for principal,
interest or fees) of the Customer under any and all credit facilities, overdrafts, guarantees, letters of credit,
indemnities and includes all costs and expenses, including legal fees and expenses, incurred by TD in connection
with its dealings with the Customer. You agree to be bound by each of the toy ms and conditions set out below.
3. EXTENT OF YOUR LIABILITY
The extent of your liability is as completed and initialled below:
[ ] unlimited
[ X ] limited to $ 25,000.00 ,plus interest at the rate payable by the Customer accruing from the date of
---------------
demand on you, plus the costs and expenses of TD in enforcing this Guarantee.
The extent of your liability under this Guarantee for any and all loans and advances made under the Small Business
Loans Act ("SBL") shall be limited to % of the original amount of each SBL.
-----------------------------------------------------------------------------------------------------------------------
4. THE NATURE OF YOUR LIABILITY 5. TD NOT LIABLE
Your liability under this Guarantee is CONTINUING, TD does not owe you any duty (as a fiduciary or
absolute and unconditional. It will not be limited, otherwise) and you hereby waive any right to make any
reduced, or otherwise affected by any one or more claim or counterclaim and to raise any right of set
of the following events: off, equitable or otherwise; arising from any alleged
- the unenforceability of the Obligations, any security, or breach of a duty owed to you, or the Customer or any
any other rights against the Customer or any other person other person, TD will not be liable to you nor shall you
make any claim for any negligence or any breaches or
- any change in the terms or amount or existence of the omissions on the part of TD, or any of its employees,
Obligations officers, directors or agents, or any receivers
appointed by TD, in the course of any of its or their
- the extension of time for payment to the Customer or actions.
the granting of any indulgence or concession to the
Customer or any other person 6. TERMINATING FURTHER LIABILITY
You may cancel this Guarantee for any future Obligations by
- the taking or not taking a guarantee from any other express notice to TD. You will, however, continue to be liable
person under this Guarantee for any of the Obligations that the
Customer incurs up to and including the day after TD receives
- not taking, perfecting, registering, or renewing any your notice and for Obligations arising out of agreements made
security prior to the receipt of your notice.
- accepting settlement from or granting releases or 7. NO SETOFF OR COUNTERCLAIM
discharges to the Customer or any other person, including You will make all payments required to be made under this
another guarantor. Guarantee without regard to any right of setoff or counterclaim
that you have or may have against the Customer or TD, which
- any delay or default by TD in the exercise of any rights you waive.
right or remedy against you or the Customer
8. APPLICATION OF MONEYS RECEIVED
- your liability under any other guarantee TD may, without notice, apply all moneys received from you, or
the Customer or any other person (including under any
- the reorganization of the Customer's business security that TD may from time to time hold) to such part of
(whether by amalgamation, merger, transfer, sale or the Obligations as TD in its absolute discretion considers
otherwise) appropriate. TD may also revoke alter any such application. TD
may, at its option, without notice, debit any accounts you have
- any change in the Customer's financial condition at TD, to satisfy your obligations under this Guarantee.
- any change in control of the Customer (if Customer 9. EXHAUSTING RECOURSE
is a and corporation) TD does not need to exhaust its recourse against the Customer
or any other person or under any security interest TD may from
- a dissolution or change in membership of the Customer time to time hold before being entitle to full payment from you
(if the Customer is a partnership) under this Guarantee. You waive all benefits of discussion and
division.
- the bankruptcy of the Customer or any proceedings
commenced by the Customer under the Bankruptcy and 10. POSTPONED SUBROGATION
Insolvency Act or the Companies Creditors Arrangement Until the Obligations have been paid in full, you will not make
Act or successor legislation any claim for repayment or contribution from the Customer or any
guarantor, for any payment that you make under this Guarantee.
- failure of TD to abide by agreements relating to the Until all the Obligations are paid in full, TD may include in
Obligations its claim in the bankruptcy of the Customer the amount paid by
you under this Guarantee and receive dividends in respect of
- a breach of any duty of TD (whether fiduciary or that claim because you assign to TD your right to prove your
in negligence or otherwise) and whether owed to you, claim and receive dividends.
the Customer, or any other person
11. COSTS AND EXPENSES
- incapacity, or lack of status or legal existence of You agree to pay all costs and expenses, including legal fees,
the Customer of enforcing this Guarantee including the charges and expenses
of TD's in-house lawyers. You will pay the legal fees on a
- the Customer's account being closed or TD ceasing to solicitor and own client basis.
deal with the Customer
- any irregularity, fraud, defect or lack of authority
or formality in incurring the Obligation
- TD not proving its claim in a bankruptcy of the
Customer or not proving its claim in full
- any event whatsoever that might be a defence available
to the Customer for its obligation or a defence to you
under this Guarantee, all of which are hereby waived.
12. ASSIGNMENT AND POSTPONEMENT OF CLAIMS 16. GENERAL
You postpone the repayment of all present and Any provision of this Guarantee that is void or unenforceable
future debts and liabilities that the Customer owes in a jurisdiction is, as to that jurisdiction, ineffective to
to you to the prior repayment to TD of the Obligations. that extent without invalidating the remaining provisions. If
You assign to TD all such debts and liabilities, until two or more persons sign this Guarantee, each person's liability
the Obligations are repaid in full. If you receive any will be joint and several this Guarantee is in addition and
moneys in payment of any of such debts and liabilities, without prejudice to any security kind now or in the future held
you will hold them in trust for, and will immediately by TD. There are no representations collateral agreements,
pay them to, TD without reducing your liability under warranties, or conditions with respect to, affecting your
this Guarantee. liability under this Guarantee other than as contained this
Guarantee. No alteration or waiver of this Guarantee or any of
13. CONSENT TO DISCLOSE INFORMATION its terms or conditions shall be binding on TD unless expressly
TD may from time to time give any credit or other made writing by TD. TD's written statement of the amount the
information about you to, or receive such information Obligations shall be conclusive and binding on you. You
from, any credit bureau, reporting agency or other person. expressly waive notice of the existence or creation of all or
any of the obligations, presentment, demand, notice of dishonor,
14. ASSIGNMENT OF OBLIGATIONS protest and all other notices whatsoever.
TD may, without notice, sell or assign the Obligations
and in such case, the assignee may enforce this 17. DEFINITIONS
Guarantee and TD may enforce this Guarantee for any part In this Guarantee "you", "your" and "yours" refer to the
of the Obligations not sold or assigned. guarantor named below. TD refers to The Toronto-Dominion Bank.
15. GOVERNING LAW
This Guarantee shall be construed in accordance with
the laws of the province where the Customer's account
is held and you irrevocably submit to the exclusive
jurisdictions of the courts of that province.
/s/ ▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------ --------------------------------------------------------------------
Date 12/27/97 Raj-Mohinders ▇. ▇▇▇▇
------------------------------------------------------------ --------------------------------------------------------------------
Print name of guarantor
===================================================================================================================================
CERTIFICATE OF INDEPENDENT LEGAL ADVICE
TO: THE TORONTO-DOMINION BANK ("BANK")
I have been consulted by _____________________________________________________________________________________ (the "Guarantor)
__________________________________ of _________________________________________________ ("Customer") as to the legal effect of:
[ ] giving you the above guarantee dated the ____________ day of ________________________________________________ (the "Guarantee")
support of the obligations of the Customer and/or
[ ] granting the security dated the ________________ day of ______________________ (the "Security"), a copy of which is attached to
Neither I nor any lawyer in my firm is acting in any way on behalf of the Customer or the Bank in connection with the Guarantee or
the obligations guaranteed. The Security and I have been consulted by the Guarantor and have advised the Guarantor independently
of the Customer or the Bank. I have placed the Guarantor's position and the consequences of signing the document(s) referred
to above fully and plainly before the Guarantor as solicitor for the Guarantor and in the Guarantor's interest only and without
regard to or consideration for, the interests of the Customer, or the Bank, and the Guarantor declared that the Guarantor fully
understood the nature and effect the said document(s) and acknowledged that the Guarantor is executing the said document(s) freely
and voluntarily and as the Guarantor's own act and deed without a fear, threat, influence or compulsion of, from or by the Customer
or the Bank, I confirm that I gave the foregoing advice to the Guarantor prior to the delivery of the above documents to the Bank.
Dated at ______________________________________________________________ this ___________________ day of ____________________ 19
---------------------------------------
Signature of Solicitor
---------------------------------------
(print name and address)
I hereby acknowledge that all of the statements in the above Certificate are true and correct, that neither the Customer, nor any
business associates of the Customer, n the Bank, nor any other person has used any compulsion or made any threat or exercised any
undue influence to induce me to take the action mentioned in the above Certificate and that the above solicitor, in advising me
as stated therein, was consulted by me as my personal solicitor and in my interest only. I confirm that I received the above noted
advice prior to the delivery of the documents to the Bank.
---------------------------------------
Signature of Guarantor or Grantor
CERTIFICATE OF NOTARY PUBLIC - ALBERTA ONLY
I HEREBY CERTIFY THAT:
I, _______________________________________________________________________________________________________________________________
of ____________________________________________________________________________________________________________________________
the guarantor in the guarantee dated _____________________________________________________________________________ made between
________________________________________________________________________________________________ and the Toronto-Dominion Bank,
which this certificate is attached to or noted upon, appeared in person before me and acknowledged that they had executed the
guarantee; and
2. I satisfied myself by examination of this person that they are aware of the contents of the guarantee and understand it.
Given at ____________________________________________________ this _______________________ day of _______________________ 19_____
under my hand and seal of office.
(Seal) A Notary Public In and for
---------------------------------------
STATEMENT OF GUARANTOR
I am the person named in this certificate.
---------------------------------------
Signature of Guarantor
The Toronto-Dominion Bank Main$treet Banking Guarantee
1. CUSTOMER GUARANTEED
The name of the customer whose obligations you are guaranteeing is: Spectrum Trading Inc.
-------------------------------------------------
(who, together with the Customer's successors, heirs and assigns, shall be referred to herein as the "Customer").
2. OBLIGATIONS GUARANTEED
In consideration of The Toronto-Dominion Bank ("TD") dealing with or continuing to deal with the Customer, you
guarantee payment on demand, of all present and future debts and liabilities of the Customer to TD, ("Obligations"),
Obligations includes, without limitation, debts and liabilities, both direct and indirect, (whether incurred alone or
jointly with others, whether absolute or contingent, whether matured or not matured, and whether for principal,
interest or fees) of the Customer under any and all credit facilities, overdrafts, guarantees, letters of credit,
indemnities and includes all costs and expenses, including legal fees and expenses, incurred by TD in connection
with its dealings with the Customer. You agree to be bound by each of the toy ms and conditions set out below.
3. EXTENT OF YOUR LIABILITY
The extent of your liability is as completed and initialled below:
[ ] unlimited
[ X ] limited to $ 25,000.00 ,plus interest at the rate payable by the Customer accruing from the date of
---------------
demand on you, plus the costs and expenses of TD in enforcing this Guarantee.
The extent of your liability under this Guarantee for any and all loans and advances made under the Small Business
Loans Act ("SBL") shall be limited to % of the original amount of each SBL.
-----------------------------------------------------------------------------------------------------------------------
4. THE NATURE OF YOUR LIABILITY 5. TD NOT LIABLE
Your liability under this Guarantee is CONTINUING, TD does not owe you any duty (as a fiduciary or
absolute and unconditional. It will not be limited, otherwise) and you hereby waive any right to make any
reduced, or otherwise affected by any one or more claim or counterclaim and to raise any right of set
of the following events: off, equitable or otherwise; arising from any alleged
- the unenforceability of the Obligations, any security, or breach of a duty owed to you, or the Customer or any
any other rights against the Customer or any other person other person, TD will not be liable to you nor shall you
make any claim for any negligence or any breaches or
- any change in the terms or amount or existence of the omissions on the part of TD, or any of its employees,
Obligations officers, directors or agents, or any receivers
appointed by TD, in the course of any of its or their
- the extension of time for payment to the Customer or actions.
the granting of any indulgence or concession to the
Customer or any other person 6. TERMINATING FURTHER LIABILITY
You may cancel this Guarantee for any future Obligations by
- the taking or not taking a guarantee from any other express notice to TD. You will, however, continue to be liable
person under this Guarantee for any of the Obligations that the
Customer incurs up to and including the day after TD receives
- not taking, perfecting, registering, or renewing any your notice and for Obligations arising out of agreements made
security prior to the receipt of your notice.
- accepting settlement from or granting releases or 7. NO SETOFF OR COUNTERCLAIM
discharges to the Customer or any other person, including You will make all payments required to be made under this
another guarantor. Guarantee without regard to any right of setoff or counterclaim
that you have or may have against the Customer or TD, which
- any delay or default by TD in the exercise of any rights you waive.
right or remedy against you or the Customer
8. APPLICATION OF MONEYS RECEIVED
- your liability under any other guarantee TD may, without notice, apply all moneys received from you, or
the Customer or any other person (including under any
- the reorganization of the Customer's business security that TD may from time to time hold) to such part of
(whether by amalgamation, merger, transfer, sale or the Obligations as TD in its absolute discretion considers
otherwise) appropriate. TD may also revoke alter any such application. TD
may, at its option, without notice, debit any accounts you have
- any change in the Customer's financial condition at TD, to satisfy your obligations under this Guarantee.
- any change in control of the Customer (if Customer 9. EXHAUSTING RECOURSE
is a and corporation) TD does not need to exhaust its recourse against the Customer
or any other person or under any security interest TD may from
- a dissolution or change in membership of the Customer time to time hold before being entitle to full payment from you
(if the Customer is a partnership) under this Guarantee. You waive all benefits of discussion and
division.
- the bankruptcy of the Customer or any proceedings
commenced by the Customer under the Bankruptcy and 10. POSTPONED SUBROGATION
Insolvency Act or the Companies Creditors Arrangement Until the Obligations have been paid in full, you will not make
Act or successor legislation any claim for repayment or contribution from the Customer or any
guarantor, for any payment that you make under this Guarantee.
- failure of TD to abide by agreements relating to the Until all the Obligations are paid in full, TD may include in
Obligations its claim in the bankruptcy of the Customer the amount paid by
you under this Guarantee and receive dividends in respect of
- a breach of any duty of TD (whether fiduciary or that claim because you assign to TD your right to prove your
in negligence or otherwise) and whether owed to you, claim and receive dividends.
the Customer, or any other person
11. COSTS AND EXPENSES
- incapacity, or lack of status or legal existence of You agree to pay all costs and expenses, including legal fees,
the Customer of enforcing this Guarantee including the charges and expenses
of TD's in-house lawyers. You will pay the legal fees on a
- the Customer's account being closed or TD ceasing to solicitor and own client basis.
deal with the Customer
- any irregularity, fraud, defect or lack of authority
or formality in incurring the Obligation
- TD not proving its claim in a bankruptcy of the
Customer or not proving its claim in full
- any event whatsoever that might be a defence available
to the Customer for its obligation or a defence to you
under this Guarantee, all of which are hereby waived.
12. ASSIGNMENT AND POSTPONEMENT OF CLAIMS 16. GENERAL
You postpone the repayment of all present and Any provision of this Guarantee that is void or unenforceable
future debts and liabilities that the Customer owes in a jurisdiction is, as to that jurisdiction, ineffective to
to you to the prior repayment to TD of the Obligations. that extent without invalidating the remaining provisions. If
You assign to TD all such debts and liabilities, until two or more persons sign this Guarantee, each person's liability
the Obligations are repaid in full. If you receive any will be joint and several this Guarantee is in addition and
moneys in payment of any of such debts and liabilities, without prejudice to any security kind now or in the future held
you will hold them in trust for, and will immediately by TD. There are no representations collateral agreements,
pay them to, TD without reducing your liability under warranties, or conditions with respect to, affecting your
this Guarantee. liability under this Guarantee other than as contained this
Guarantee. No alteration or waiver of this Guarantee or any of
13. CONSENT TO DISCLOSE INFORMATION its terms or conditions shall be binding on TD unless expressly
TD may from time to time give any credit or other made writing by TD. TD's written statement of the amount the
information about you to, or receive such information Obligations shall be conclusive and binding on you. You
from, any credit bureau, reporting agency or other person. expressly waive notice of the existence or creation of all or
any of the obligations, presentment, demand, notice of dishonor,
14. ASSIGNMENT OF OBLIGATIONS protest and all other notices whatsoever.
TD may, without notice, sell or assign the Obligations
and in such case, the assignee may enforce this 17. DEFINITIONS
Guarantee and TD may enforce this Guarantee for any part In this Guarantee "you", "your" and "yours" refer to the
of the Obligations not sold or assigned. guarantor named below. TD refers to The Toronto-Dominion Bank.
15. GOVERNING LAW
This Guarantee shall be construed in accordance with
the laws of the province where the Customer's account
is held and you irrevocably submit to the exclusive
jurisdictions of the courts of that province.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------------------------ --------------------------------------------------------------------
Date 12/02/97 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------------------------ --------------------------------------------------------------------
Print name of guarantor
===================================================================================================================================
CERTIFICATE OF INDEPENDENT LEGAL ADVICE
TO: THE TORONTO-DOMINION BANK ("BANK")
I have been consulted by _____________________________________________________________________________________ (the "Guarantor)
__________________________________ of _________________________________________________ ("Customer") as to the legal effect of:
[ ] giving you the above guarantee dated the ____________ day of ________________________________________________ (the "Guarantee")
support of the obligations of the Customer and/or
[ ] granting the security dated the ________________ day of ______________________ (the "Security"), a copy of which is attached to
Neither I nor any lawyer in my firm is acting in any way on behalf of the Customer or the Bank in connection with the Guarantee or
the obligations guaranteed. The Security and I have been consulted by the Guarantor and have advised the Guarantor independently
of the Customer or the Bank. I have placed the Guarantor's position and the consequences of signing the document(s) referred
to above fully and plainly before the Guarantor as solicitor for the Guarantor and in the Guarantor's interest only and without
regard to or consideration for, the interests of the Customer, or the Bank, and the Guarantor declared that the Guarantor fully
understood the nature and effect the said document(s) and acknowledged that the Guarantor is executing the said document(s) freely
and voluntarily and as the Guarantor's own act and deed without a fear, threat, influence or compulsion of, from or by the Customer
or the Bank, I confirm that I gave the foregoing advice to the Guarantor prior to the delivery of the above documents to the Bank.
Dated at ______________________________________________________________ this ___________________ day of ____________________ 19
---------------------------------------
Signature of Solicitor
---------------------------------------
(print name and address)
I hereby acknowledge that all of the statements in the above Certificate are true and correct, that neither the Customer, nor any
business associates of the Customer, n the Bank, nor any other person has used any compulsion or made any threat or exercised any
undue influence to induce me to take the action mentioned in the above Certificate and that the above solicitor, in advising me
as stated therein, was consulted by me as my personal solicitor and in my interest only. I confirm that I received the above noted
advice prior to the delivery of the documents to the Bank.
---------------------------------------
Signature of Guarantor or Grantor
CERTIFICATE OF NOTARY PUBLIC - ALBERTA ONLY
I HEREBY CERTIFY THAT:
I, _______________________________________________________________________________________________________________________________
of ____________________________________________________________________________________________________________________________
the guarantor in the guarantee dated _____________________________________________________________________________ made between
________________________________________________________________________________________________ and the Toronto-Dominion Bank,
which this certificate is attached to or noted upon, appeared in person before me and acknowledged that they had executed the
guarantee; and
2. I satisfied myself by examination of this person that they are aware of the contents of the guarantee and understand it.
Given at ____________________________________________________ this _______________________ day of _______________________ 19_____
under my hand and seal of office.
(Seal) A Notary Public In and for
---------------------------------------
STATEMENT OF GUARANTOR
I am the person named in this certificate.
---------------------------------------
Signature of Guarantor
The Toronto-Dominion Bank Date: (mm/dd/yyyy) 12/02/1997
----------
SURREY CITY CENTRE CBC #9280
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.
Customer: SPECTRUM TRADING INC. Branch: SURREY, B.C. V3T 4X1
----------------------------------------------------------------------------- ----------------------------------
=================================================================================================================================
SECURITY INTEREST
In consideration of us dealing with or continuing to deal with you, you grant to us a continuing security interest (and an
assignment in the case o Book Debts) in the Collateral indicated below. The security interest on all Collateral is a fixed
charge. If no Collateral is indicated, you will be deemed to have granted us a security interest on All Assets and Undertakings.
[ ] All Assets and Undertakings [ ] All Equipment [ ] Deposits and Credit Balances [ ] Life Insurance
[ ] Inventory [ ] Specified Goods [ ] Securities [ ] Book Debts
=================================================================================================================================
INDEBTEDNESS AND LIABILITY SECURED
You agree that the obligations secured by the security interest are all of your indebtedness and liability to us, direct and
indirect, absolute and contingent, whenever incurred, and including without limitation, existing indebtedness, future advances
and your liability for the costs and expenses and other obligations described in this Agreement. The indebtedness and liability
secured are called "Obligations" in this Agreement.
=================================================================================================================================
1. DEFINITIONS OF COLLATERAL 3. COLLATERAL
ALL ASSETS AND UNDERTAKINGS - all of your present and after The property over which you have granted us a security
acquired personal property and undertakings including without interest, and the Book Debts assigned to us, together with
limitation, Inventory, All Equipment, Specified Goods, the Proceeds, are herein called the "Collateral".
Deposits and Credit Balances, Securities, Life Insurance,
(all as defined herein), all intangible and intellectual 4. PROCEEDS
property and all real and immovable property both freehold You grant us a fixed charge on all of your property in any
and leasehold, except for the last day of the term of any form derived directly or indirectly from any use or dealing
lease. If you have checked this box you will be deemed to have with Collateral destroyed or damaged (all of which property
given us an assignment of book debts pursuant to the is herein collectively called "Proceeds"). Proceeds shall be
paragraph entitled Book Debts also. received and held by you in trust for us.
INVENTORY - all presently owned and after acquired goods and 5. COSTS AND EXPENSES
other property held for sale or lease or that have been You agree to pay the costs and expenses we incur to enforce
leased or that are to be furnished under a contract of this Agreement, register this Agreement or notice of it,
service, or that are raw materials, work in process, or repossess, maintain, preserve, repair or sell the Collateral,
materials used or consumed in your business or profession. or appoint a consultant, receiver, receiver and manager or
agent, and to pay interest thereon. You also agree to pay
ALL EQUIPMENT - all presently owned and after acquired all legal costs and fees (including in-house legal fees,
equipment of a type or kind described in the Schedule, and charges and expenses), incurred by us to do any of the above
all goods that are owned by you, (other than Inventory and or to defend any legal claim or counterclaim by you or others
consumer goods). respecting the manner of our enforcement of or our right to
enforce this Agreement. You will pay the legal fees on a
SPECIFIED GOODS - the goods described on the Schedule. solicitor and own client basis.
DEPOSITS AND CREDIT BALANCES - all monees and credit 6. FREE AND CLEAR
balances which are now or may hereafter be on deposit You are or will be the owner of the Collateral free from any
with or standing to your credit with us, and/or with any mortgage, lien, charge, security interest or encumbrance,
of our subsidiaries and affiliates, up to the amount set unless the Bank agrees otherwise in writing. You will keep
out on the Schedule, (or all deposit and credit balances, the Collateral free and clear of all taxes, assessments, and
if no amount is set out on the Schedule) and any amount of security interests. You will not sell, give away, part with
interest due or accruing due to you in connection with the possession of or otherwise dispose of any part of the
deposit or credit balance. Collateral, (except Inventory sold in the normal course of
business) without our prior written consent.
SECURITIES - the securities and instruments described on the 7. MAINTAINING THE COLLATERAL
Schedule and all replacements and substitutions therefor and You will care for, protect and preserve the Collateral and
all dividends and interest thereon, and renewals thereof. will not permit its value to be impaired. You will, at your
cost, keep the Collateral insured. If requested, you will
LIFE INSURANCE - the life insurance policy described on the provide us with a copy of the insurance policy. The insurance
Schedule, and any amounts held by the insurer as pre-paid policy will name us as loss payee. We may, in our absolute
premiums or for the payment of future premiums. discretion, pay any premium due on any insurance policy,
including any life insurance policy forming part of the
2. BOOK DEBTS Collateral, and the amount of any premium we pay will be
You absolutely assign and transfer to us all debts, accounts, added to and form part of the Obligations. We shall be
choses in action, claims, demands, and moneys now due, owing, entitled to inspect the Collateral wherever located and to
accruing, or which may hereafter become due, owing or accruing make inquiries and tests concerning the Collateral. You will
to you, together with all rights, benefits, security interests, pay all expenses in connection with such inspection,
mortgages, instruments, rights of action, deeds, books and inquiries and tests.
records and documents now or hereafter belonging to you in
respect of or as security for any of the foregoing,
(collectively called "Book Debts"). This assignment is and
shall be a continuing security to the Bank for the Obligations.
All money or any other form of payment received by you in
payment of any Book Debts shall be received and held by you in
trust for us.
8. LOCATION OF COLLATERAL 12. NON WAIVER BY THE BANK
You will keep the Collateral at the location or locations Any breach by you of this Agreement or the occurrence
set out on the Schedule. You will not remove the Collateral of a default may only be waived by the Bank in writing.
from this location (except in the ordinary course of your Any waiver by us does not mean that any subsequent breach
business) without our prior written consent. If the Schedule or default is also waived. Any failure by the Bank to
is not completed, you will keep the Collateral at the address notify you of a default shall not be deemed to be a
shown below your signature to this Agreement. waiver of the default. No course of conduct or omission
on our part or on your part shall give rise to any
9. DEFAULT expectation by you that we will not insist on strict
You shall be in default if: compliance with the terms of this Agreement.
(a) you or any other person liable for the Obligations is in
default under any agreement relating to the Obligations or 13. DEALING WITH SECURITY INTEREST
any part thereof; We may take and give up any of the security interest
(b) you or any other person liable for the Obligations is in or modify or abstain from perfecting or taking advantage
default under any other loan, debt or obligation owed to of any of the security interest and otherwise deal with any
anyone else; of the security interest as we shall see fit without
(c) you fail to perform any of the terms or conditions of this prejudice to your liability or to our rights under this
Agreement; Agreement or at law.
(d) you become insolvent or the subject of bankruptcy or
insolvency proceedings, or commit an act of bankruptcy; 14. PAYMENTS
(e) any statement made by you to induce us to extend credit to We shall have the right to appropriate any payment made
you was false in any material respect when made, or becomes by you to any of your Obligations as we see fit, and to
false; revoke or alter any such appropriation.
(f) anyone takes possession of or applies to any court for
possession of the Collateral, or anyone claims to have rights 15. DEFINITIONS
in the Collateral superior to our rights; In this agreement "you", "your" and "yours" refer to the
(g) you are declared incompetent by a court, or you die, or, Customer named above. "We", "our", "ours" and "us" refer
if you are a partnership, a partner dies; to The Toronto-Dominion Bank. The "Schedule" means the
(h) we believe, on reasonable grounds, that the Collateral, Schedule set out below or attached to this Agreement. The
or any part thereof, will decline speedily in value; or terms "accounts", "goods", "instrument", "intangible",
(i) any other event occurs which causes us in good faith, to "security", and "future advance" as used herein shall have
deem ourselves insecure, or to believe that the Collateral, the same meaning given to those terms in the Personal
or any part thereof, or the value thereof, is or is about to Property Security Act.
be placed in jeopardy.
16. CONTINUING EFFECTIVENESS
10. REMEDIES This Agreement shall be a continuing agreement in every
If you are in default, we may require you to repay any or respect, securing the payment of the Obligations. If any
all of the Obligations in full, whether matured or not, part of this Agreement is invalid or void, the remaining
and we may enforce this Agreement by any method permitted by terms and provisions of this Agreement shall remain in
law, and rights and remedies under applicable law, and we full force and effect.
may exercise any we may appoint any person, including our
employee, to be an agent, and a receiver or receiver and 17. NON-SUBSTITUTION
manager (the "Receiver") of the Collateral. We and the The security interest is in addition to and not in
Receiver shall be entitled to: substitution for any other security interest now or
(a) seize and possess the Collateral; hereafter held by us.
(b) carry on your business;
(c) dispose of the Collateral; 18. ACKNOWLEDGEMENT & WAIVER
(d) foreclose on the Collateral; You acknowledge receipt of a copy of this Agreement. You
(e) in the case of Life Insurance, exercise any options waive any right you may have to receive a copy of any
available to you under the Life Insurance; financing statement, verification statement, or similar
(f) demand, sue for and receive Book Debts, give effectual document we register or that we may receive by way of
receipts and discharges for the Book Debts, compromise any confirmation of a security registration in respect of this
Book Debts which may seem bad or doubtful to us and give time Agreement or any agreement amending, supplementing or
for payment thereof with or without security; replacing it.
(g) make any arrangement or compromise in our interest, or
(h) take any other action deemed necessary to carry into 19. ENTIRE AGREEMENT
effect the provisions of this Agreement. You acknowledge that this is the entire agreement between
you and us and there are no other written or oral
The Receiver shall be your agent and you shall be solely representations or warranties which apply to the Collateral
responsible for the Receiver's actions. We shall not be in any or to this Agreement. This Agreement may only be amended
way responsible for any misconduct or negligence on the part by an agreement in writing signed by us.
of the Receiver. The rights and powers in this paragraph are
in supplement of and not in substitution for any other rights 20. BINDING AGREEMENT
we may have from time to time. This Agreement is binding on your heirs and successors and
assigns. Each person who signs this Agreement is jointly
11. POWER OF ATTORNEY and severally liable under this Agreement. This Agreement
shall continue in full force and effect notwithstanding
You irrevocably appoint us your attorney, with power of any change in the composition of or membership of any
substitution and appointment, to sign for you, at our option, firm or corporation which is a party hereto. You and we
all documents necessary or desirable to permit us to exercise agree that it is the intention of you and us that the
any of our rights and remedies under this Agreement and to security interest created in this Agreement shall attach
complete the Schedule below or to attach an additional immediately upon executing this Agreement.
Schedule, with the right to use your name and to take
proceedings in your name.
SPECTRUM TRADING INC.
/s/ Raj- ▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------------------------- --------------------------------------------------------------
Customer's Signature Customer's Signature
Address:
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------