SECURITY AGREEMENT

(SECURITY INTEREST IN CONSUMER GOODS)

1.

FORM 00944 (04-20-2007)

SECURITY INTEREST
For value received the undersigned ("Debtor") hereby
grants to Royal Bank of Canada ("RBC"), a security interest
("Security Interest") in the goods (including all parts, accessories,
attachments, additions and accessions thereto) of Debtor
described in Section 12, and in all proceeds thereof, all of the
foregoing being hereinafter collectively called "Collateral".

(b) to notify RBC promptly of any change in the information

(b) The terms "proceeds", "accession", "secured party",

"Money",
"financing
statements"
and
"financing
change
statements", whenever used herein, shall be interpreted pursuant
to their respective meanings when used in the Personal Property
Security Act of the province referred to in section 10 (n) as
amended from time to time, which Act, including amendments
thereto and any Act substituted therefore and any amendments
thereto is herein referred to as the "P.P.S.A.". Any reference herein
to "Collateral" shall, unless the context otherwise requires, be
deemed a reference to "Collateral or any part thereof".

(d) to keep Collateral in good order, condition and repair and not

(a)

2.

INDEBTEDNESS SECURED

(a) Security Interest granted by Debtor to RBC secures payment

and satisfaction of any and all obligations, indebtedness and

liability of Debtor (or, if there is more than one Debtor, any one or
more of them) to RBC (including interest thereon), present or
future, direct or indirect, absolute or contingent, matured or not,
extended or renewed, wheresoever and howsoever incurred and
any ultimate unpaid balance thereof including, for greater
certainty, any Visa debt, and whether the same is from time to
time reduced and thereafter increased or entirely extinguished and
thereafter incurred again and whether Debtor be bound alone or
with another or others and whether as principal or surety
(hereinafter collectively called "Indebtedness"). If the Security
Interest in Collateral is not sufficient, in the event of default, to
satisfy all Indebtedness of Debtor, then Debtor acknowledges and
agrees that Debtor shall continue to be liable for any Indebtedness
remaining outstanding and RBC shall be entitled to pursue full
payment thereof.

(b) Debtor hereby acknowledges that in the event RBC extends

revolving credit facilities to Debtor, any advances made to Debtor
pursuant thereto (including interest thereon) are intended to
constitute Indebtedness and be secured hereby. Debtor further
acknowledges that so long as such credit facilities remain available
to Debtor, whether or not they are being used at any given time
and whether or not RBC is committed to make advances pursuant
thereto, Debtor shall have an ongoing obligation to RBC to notify
RBC in writing when Debtor wishes to terminate Debtor's right to
apply for advances under such facilities, and until Debtor fulfills
that obligation and pays all Indebtedness this Security Agreement
and the Security Interest granted hereby shall continue in full force
and effect and Debtor shall not be entitled to call for any discharge
of such Security Interest or any registration evidencing the same.

3. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants and so long as this Security
Agreement remains in effect shall be deemed to continuously
represent and warrant that:
(a) Collateral is owned by Debtor free of any security interest,
mortgage, lien, claim, charge or encumbrance (hereinafter
collectively called "Encumbrances") save for Security Interest and
those Encumbrances shown in Section 11 or hereafter approved in
writing by RBC prior to their creation or assumption; and

(b) the location(s) of Collateral specified in Section 12 is (are)

accurate and complete.

4. COVENANTS OF DEBTOR
So long as this Security Agreement remains in effect Debtor
covenants and agrees:
(a) to defend Collateral against the claims and demands of all
other parties claiming the same or an interest therein; to keep
Collateral free from all Encumbrances, except for Security Interest
and those shown on Section 11 or hereafter approved in writing by
RBC prior to their creation or assumption, and not to sell,
exchange, transfer, assign, lease or otherwise dispose of Collateral
or any interest therein without the prior written consent of RBC,
and in any event, to deposit all Money received from any
disposition of Collateral with RBC;

contained herein and of any claims, litigation, loss or damage which

relates to Debtor or Collateral;

(c) not to remove Collateral from the location(s) set forth in

Section 12 without the prior written consent of RBC (except that

RBC hereby consents to the removal for normal use by Debtor of
any motor vehicle comprised in the said Collateral);
to use it in violation of the provisions hereof or any other
agreement relating to it or any policy insuring it or any applicable
statute, law, bylaw, rule, regulation or ordinance;

(e) to do, execute, acknowledge and deliver such financing

statements, financing change statements and further assignments,
transfers, documents, acts, matters and things as may be
reasonably requested by RBC of or with respect to Collateral in
order to give effect to these presents and to pay all costs for
searches and filings in connection therewith;

(f) to pay all taxes, rates, levies, assessments and other charges
of every nature which may be lawfully levied, assessed or imposed
against or in respect of Debtor or Collateral as and when the same
become due and payable; and

(g) to insure Collateral in such amounts and against such risks as

would customarily be insured by a prudent owner of similar

Collateral and in such additional amounts and against such
additional risks as RBC may from time to time direct, with loss
payable to RBC and debtor, as insureds, as their respective
interests may appear, and to pay all premiums therefor and deliver
copies of policies and evidence of renewal to RBC on request.
5. USE AND VERIFICATION OF COLLATERAL
Subject to compliance with Debtor's covenants contained herein
and the rights of RBC contemplated hereby, Debtor may, until
default, possess and use or operate and enjoy Collateral in any
manner not inconsistent with the provisions hereof; provided
always that RBC shall have the right at any time to view Collateral
in any manner RBC may consider appropriate and Debtor agrees to
furnish all assistance and information and to platform all such acts
as RBC may reasonably request in connection therewith and for
such purpose to grant to RBC or its agents access to all places
where Collateral may be located and to all premises occupied by
Debtor.
6. DISPOSITION OF MONIES
Subject to any applicable requirements of P.P.S.A., all Money
collected or received by RBC pursuant to or in exercise of any
right it possesses with respect to Collateral shall be applied on
account of Indebtedness in such manner as RBC deems best or, at
the option of RBC, may be held unappropriated in a collateral
account or released to Debtor, all without prejudice to the liability
of Debtor or the rights of RBC hereunder, and any surplus shall be
accounted for as required by law.
7. EVENTS OF DEFAULT
The happening of any one of the following events or conditions
shall constitute default hereunder which is herein referred to as
"default"
(a) the nonpayment when due, whether by acceleration or
otherwise, of any principal or interest forming part of Indebtedness
or the failure of Debtor to observe or perform any obligation,
covenant, term, provision or condition contained in this Security
Agreement or any other agreement between Debtor and RBC;

(b) the death of or a declaration of incompetency by a court of

competent jurisdiction with respect to Debtor;

(c) the bankruptcy or insolvency of Debtor; the filing against

Debtor of a petition in bankruptcy; the making of an authorized
assignment for the benefit of creditors by Debtor; the appointment
of a receiver or trustee for Debtor or for any assets of Debtor; or
the institution by or against Debtor of any other type of insolvency
proceeding under the Bankruptcy and Insolvency Act;

(d) if any Encumbrance affecting Collateral becomes enforceable

against Collateral;

(e) if any execution, sequestration, extent or other process of any

court becomes enforceable against Debtor or if a distress or

analogous process is levied upon the assets of Debtor or any part
thereof; or

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FORM 00950 (04/2007)

(B.C. Only)

SECURITY AGREEMENT
(CHATTEL MORTGAGE FOR CONSUMER GOODS)

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Page 2 of 3

FORM 00944 (04-20-2007)

(f) if any certificate, statement, representation, warranty or
written report heretofore or hereafter furnished by or on behalf of
Debtor pursuant to or in connection with this Security Agreement,
or otherwise (including, without limitation, the representations
and warranties contained herein) or as an inducement to RBC to
extend any credit to or to enter into this or any other agreement
with Debtor proves to have been false in any material respect at
the time as of which the facts therein set forth were stated or
certified, or proves to have omitted any substantial contingent or
unliquidated liability or claim against Debtor; or if upon the date
of execution of this Security Agreement, there shall have been
any material adverse change in any of the facts disclosed by such
certificate, statement, representation, warranty or written report,
which change shall not have been disclosed to RBC at or prior to
the time of such execution.
8. ACCELERATION
RBC, in its sole discretion, may declare all or any part of
Indebtedness which is not by its terms payable on demand to be
immediately due and payable, without demand or notice of any
kind, in the event of default, or if RBC in good faith believes and
has commercially reasonable grounds to believe itself
insecure or that the Collateral is or is about to be placed in
jeopardy. The provisions of this clause are not intended in any
way to affect any rights of RBC with respect to any Indebtedness
which may now or hereafter be payable on demand.
9. REMEDIES
(a) Upon default, RBC may take possession of, collect, demand,
sue on, enforce, recover and receive Collateral and give valid and
binding receipts and discharges therefore and in respect thereof,
and RBC may sell, lease or otherwise dispose of Collateral in such
manner, at such time or times and place or places, for such
consideration and upon such terms and conditions as to RBC may
seem reasonable.
(b) In addition to those rights granted herein and in any other
agreement now or hereafter in effect between Debtor and RBC
and in addition to any other rights RBC may have at law or in
equity, RBC shall have, both before and after default, all rights
and remedies of a secured party under P.P.S.A. Provided always,
that RBC shall not be liable or accountable for any failure to
exercise its remedies, take possession of, collect, enforce, realize,
sell, lease or otherwise dispose of Collateral or to institute any
proceedings for such purposes. Furthermore, RBC shall have no
obligation to take any steps to preserve rights against prior
parties to any instrument or chattel paper constituting Collateral
and whether or not in RBC's possession and shall not be liable or
accountable for failure to do so.
(c) Debtor agrees to be liable for and to pay all costs, charges
and expenses reasonably incurred by RBC (including reasonable
solicitor's fees and expenses) when enforcing this Security
Agreement, taking and maintaining custody of, preserving,
repairing, processing, preparing for disposition and disposing of
Collateral and in enforcing or collecting Indebtedness and all such
costs, charges and expenses shall be a first charge on the
proceeds of realization, collection or disposition of Collateral and
shall be secured hereby.
10. MISCELLANEOUS
(a) Debtor hereby authorizes RBC to file such financing
statements, financing change statements and other documents
and do such acts, matters and things as RBC may deem
appropriate to perfect on an ongoing basis and continue Security
Interest to protect And preserve Collateral and to realize upon
Security Interest and Debtor hereby irrevocably constitutes and
appoints the Manager or Acting Manager from time to time of the
herein mentioned branch of RBC the true and lawful attorney of
Debtor, with full power of substitution, to do any of the foregoing
in the name of Debtor whenever and wherever it may be deemed
necessary or expedient
(b) Without limiting any other rights of RBC, whenever
Indebtedness is immediately due and payable or RBC has the
right to declare it to be immediately due and payable (whether or
not it has so declared), RBC may, in its sole discretion, set off
against Indebtedness any and all amounts then owed to Debtor
by RBC in any capacity, whether or not due, and RBC shall be

deemed to have exercised such right of setoff immediately at

the time of making its decision to do so even though any charge
therefore is made or entered on RBC's records subsequent
thereto.
(c) Upon any default by Debtor hereunder, RBC may, but shall
not be obliged to, rectify such default and Debtor shall pay to
RBC, forthwith upon written demand therefor, an amount equal
to the expense incurred by RBC in so doing plus interest thereon
from the date such expense is incurred until it is paid at the rate
of Fifteen Percent (15%) per annum.
(d) RBC may grant extensions of time and other indulgences,
give up security, accept compositions, compound, compromise,
settle, grant releases and discharges and otherwise deal with
Debtor, sureties and others and with Collateral and other
security as RBC may see fit without prejudice to the liability of
Debtor or RBC's right to hold and realize Security Interest.
(e) This Security Agreement shall ensure to the benefit of and
be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns. If more than
one Debtor executes this Security Agreement the obligations of
such Debtors hereunder shall be joint and several.
(f) No modification, variation or amendment of any provision of
this Security Agreement shall be made except by a written
agreement, executed by the parties hereto and no waiver of any
provision hereof shall be effective unless in writing.
(g) Subject to the requirements of Section 10(h), whenever
either party hereto is required or entitled to notify or direct the
other or make a demand or request upon the other, such notice,
direction, demand or request shall be in writing and shall be
sufficiently given in the case of RBC, if delivered to it or sent by
first class mail addressed to it at its address herein set forth or
as changed pursuant hereto and, in the case of Debtor, if
delivered to it or sent by first class mail addressed to it at its
address last known to RBC. Either party may notify the other
pursuant hereto of any change in such party's address to be
used for the purposes hereof.
(h) This Security Agreement and the security afforded hereby is
in addition to and not in substitution for any other security now
or hereafter held by RBC and is, and is intended to be a
continuing Security Agreement and shall remain in full force and
effect until the Manager or Acting Manager from time to time of
the herein mentioned branch of RBC shall actually receive
written notice of its discontinuance; and, notwithstanding such
notice, shall remain in full force and effect thereafter until all
Indebtedness contracted for or created before the receipt of
such notice by RBC, and any extensions or renewals thereof
(whether made before or after receipt of such notice) together
with interest accruing thereon after such notice, shall be paid in
full.
(i) The headings used in this Security Agreement are for
convenience only and are not to be considered a part of this
Security Agreement and do not in any way limit or amplify the
terms and provisions of this Security Agreement.
(j) When the context so requires, the singular number shall be
read as if the plural were expressed and the provisions hereof
shall be read with all grammatical changes necessary dependent
upon the person referred to being a male or a female.
(k) In the event any provision of this Security Agreement, as
amended from time to time, shall be deemed invalid or void, in
whole or in part, by any court of competent jurisdiction, the
remaining terms and provisions of this Security Agreement shall
remain in full force and effect.
(l) Nothing herein contained shall in any way obligate RBC to
grant, continue, renew, extend time for payment of or accept
anything which constitutes or would constitute Indebtedness.
(m) The Security Interest created hereby is intended to attach
when this Security Agreement is signed by Debtor and delivered
to RBC.
(n) This Security Agreement and the transactions evidenced
hereby shall be governed by and construed in accordance with
the laws of the province in which the herein mentioned branch of

FORM 00944 (04-20-2007)

RBC is located, as those laws may from time to time be in effect,
including, where applicable, the P.P.S.A.

FORM 00944 (04-20-2007)

ENCUMBRANCES AFFECTING COLLATERAL

Name of the company and address

Amount of the debt

NONE

11. COLLATERAL
Description

Location of Collateral

12. COPY OF AGREEMENT

Debtor hereby acknowledges receipt of a copy of this Security Agreement.
13. COPY OF FINANCING STATEMENT
Debtor waives Debtor's right to receive a copy of any financing statement or financing change statement registered by RBC
or any verification statement received in respect thereof (This provision applies in every PPSA province except Ontario).
14. NAME, ETC., OF DEBTOR
Debtor represents and warrants that the following information is accurate:
(Ensure proper full legal name is inserted)
DEBTOR NAME

ADDRESS OF INDIVIDUAL DEBTOR

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

DEBTOR NAME

ADDRESS OF INDIVIDUAL DEBTOR

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

DEBTOR NAME

ADDRESS OF INDIVIDUAL DEBTOR

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

DEBTOR NAME
ADDRESS OF INDIVIDUAL DEBTOR

POSTAL CODE

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

POSTAL CODE

IN WITNESS WHEREOF Debtor has executed this Security Agreement this _____________________________
(Month) (Day) (Year)

WITNESS

S
eal

WITNESS

S
eal

WITNESS

S
eal

WITNESS

S
eal

BANK ADDRESS

FORM 00944 (04-20-2007)

1.

SECURITY INTEREST

(a) For value received the undersigned ("Debtor") hereby grants

to Royal Bank of Canada ("RBC"), a security interest ("Security

Interest") in the goods (including all parts, accessories,
attachments, additions and accessions thereto) of Debtor
described in Section 12, and in all proceeds thereof, all of the
foregoing being hereinafter collectively called "Collateral".

(b) The terms "proceeds", "accession", "secured party", "Money",

"financing statements" and "financing change statements",

whenever used herein, shall be interpreted pursuant to their
respective meanings when used in the Personal Property Security
Act of the province referred to in section 10 (n) as amended from
time to time, which Act, including amendments thereto and any
Act substituted therefore and any amendments thereto is herein
referred to as the "P.P.S.A.". Any reference herein to "Collateral"
shall, unless the context otherwise requires, be deemed a
reference to "Collateral or any part thereof".
2.

INDEBTEDNESS SECURED

(a) Security Interest granted by Debtor to RBC secures payment

and satisfaction of any and all obligations, indebtedness and

liability of Debtor (or, if there is more than one Debtor, any one or
more of them) to RBC (including interest thereon), present or
future, direct or indirect, absolute or contingent, matured or not,
extended or renewed, wheresoever and howsoever incurred and
any ultimate unpaid balance thereof including, for greater
certainty, any Visa debt, and whether the same is from time to
time reduced and thereafter increased or entirely extinguished
and thereafter incurred again and whether Debtor be bound alone
or with another or others and whether as principal or surety
(hereinafter collectively called "Indebtedness"). If the Security
Interest in Collateral is not sufficient, in the event of default, to
satisfy all Indebtedness of Debtor, then Debtor acknowledges and
agrees that Debtor shall continue to be liable for any
Indebtedness remaining outstanding and RBC shall be entitled to
pursue full payment thereof.

(b) Debtor hereby acknowledges that in the event RBC extends

revolving credit facilities to Debtor, any advances made to Debtor

pursuant thereto (including interest thereon) are intended to
constitute Indebtedness and be secured hereby. Debtor further
acknowledges that so long as such credit facilities remain
available to Debtor, whether or not they are being used at any
given time and whether or not RBC is committed to make
advances pursuant thereto, Debtor shall have an ongoing
obligation to RBC to notify RBC in writing when Debtor wishes to
terminate Debtor's right to apply for advances under such
facilities, and until Debtor fulfills that obligation and pays all
Indebtedness this Security Agreement and the Security Interest
granted hereby shall continue in full force and effect and Debtor
shall not be entitled to call for any discharge of such Security
Interest or any registration evidencing the same.
3. REPRESENTATIONS AND WARRANTIES
Debtor represents and warrants and so long as this Security
Agreement remains in effect shall be deemed to continuously
represent and warrant that:
(a) Collateral is owned by Debtor free of any security interest,
mortgage, lien, claim, charge or encumbrance (hereinafter
collectively called "Encumbrances") save for Security Interest and
those Encumbrances shown in Section 11 or hereafter approved in
writing by RBC prior to their creation or assumption; and

(b) the location(s) of Collateral specified in Section 12 is (are)

accurate and complete.

4. COVENANTS OF DEBTOR
So long as this Security Agreement remains in effect Debtor
covenants and agrees:
(a) to defend Collateral against the claims and demands of all
other parties claiming the same or an interest therein; to keep
Collateral free from all Encumbrances, except for Security Interest
and those shown on Section 11 or hereafter approved in writing
by RBC prior to their creation or assumption, and not to sell,
exchange, transfer, assign, lease or otherwise dispose of
Collateral or any interest therein without the prior written consent
of RBC, and in any event, to deposit all Money received from any
disposition of Collateral with RBC;

(b) to notify RBC promptly of any change in the information

(c) not to remove Collateral from the location(s) set forth in

Section 12 without the prior written consent of RBC (except that

RBC hereby consents to the removal for normal use by Debtor of
any motor vehicle comprised in the said Collateral);

(d) to keep Collateral in good order, condition and repair and not
to use it in violation of the provisions hereof or any other
agreement relating to it or any policy insuring it or any applicable
statute, law, bylaw, rule, regulation or ordinance;

(e) to do, execute, acknowledge and deliver such financing

statements,
financing
change
statements
and
further
assignments, transfers, documents, acts, matters and things as
may be reasonably requested by RBC of or with respect to
Collateral in order to give effect to these presents and to pay all
costs for searches and filings in connection therewith;

(f) to pay all taxes, rates, levies, assessments and other charges
of every nature which may be lawfully levied, assessed or
imposed against or in respect of Debtor or Collateral as and when
the same become due and payable; and

(g) to insure Collateral in such amounts and against such risks as

would customarily be insured by a prudent owner of similar

Collateral and in such additional amounts and against such
additional risks as RBC may from time to time direct, with loss
payable to RBC and debtor, as insureds, as their respective
interests may appear, and to pay all premiums therefor and
deliver copies of policies and evidence of renewal to RBC on
request.
5. USE AND VERIFICATION OF COLLATERAL
Subject to compliance with Debtor's covenants contained herein
and the rights of RBC contemplated hereby, Debtor may, until
default, possess and use or operate and enjoy Collateral in any
manner not inconsistent with the provisions hereof; provided
always that RBC shall have the right at any time to view Collateral
in any manner RBC may consider appropriate and Debtor agrees
to furnish all assistance and information and to platform all such
acts as RBC may reasonably request in connection therewith and
for such purpose to grant to RBC or its agents access to all places
where Collateral may be located and to all premises occupied by
Debtor.
6. DISPOSITION OF MONIES
Subject to any applicable requirements of P.P.S.A., all Money
collected or received by RBC pursuant to or in exercise of any
right it possesses with respect to Collateral shall be applied on
account of Indebtedness in such manner as RBC deems best or, at
the option of RBC, may be held unappropriated in a collateral
account or released to Debtor, all without prejudice to the liability
of Debtor or the rights of RBC hereunder, and any surplus shall be
accounted for as required by law.
7. EVENTS OF DEFAULT
The happening of any one of the following events or conditions
shall constitute default hereunder which is herein referred to as
"default"
(a) the nonpayment when due, whether by acceleration or
otherwise, of any principal or interest forming part of
Indebtedness or the failure of Debtor to observe or perform any
obligation, covenant, term, provision or condition contained in this
Security Agreement or any other agreement between Debtor and
RBC;

(b) the death of or a declaration of incompetency by a court of

competent jurisdiction with respect to Debtor;

(c) the bankruptcy or insolvency of Debtor; the filing against

Debtor of a petition in bankruptcy; the making of an authorized

assignment for the benefit of creditors by Debtor; the
appointment of a receiver or trustee for Debtor or for any assets
of Debtor; or the institution by or against Debtor of any other type
of insolvency proceeding under the Bankruptcy and Insolvency
Act;

(d) if any Encumbrance affecting Collateral becomes enforceable

against Collateral;

(e) if any execution, sequestration, extent or other process of any

court becomes enforceable against Debtor or if a distress or

analogous process is levied upon the assets of Debtor or any part
thereof; or

contained herein and of any claims, litigation, loss or damage

which relates to Debtor or Collateral;

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FORM 00944 (04-20-2007)

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FORM 00944 (04-20-2007)

if any certificate, statement, representation, warranty or written
report heretofore or hereafter furnished by or on behalf of Debtor
pursuant to or in connection with this Security Agreement, or
otherwise (including, without limitation, the representations and
warranties contained herein) or as an inducement to RBC to
extend any credit to or to enter into this or any other agreement
with Debtor proves to have been false in any material respect at
the time as of which the facts therein set forth were stated or
certified, or proves to have omitted any substantial contingent or
unliquidated liability or claim against Debtor; or if upon the date of
execution of this Security Agreement, there shall have been any
material adverse change in any of the facts disclosed by such
certificate, statement, representation, warranty or written report,
which change shall not have been disclosed to RBC at or prior to
the time of such execution.
8. ACCELERATION
RBC, in its sole discretion, may declare all or any part of
Indebtedness which is not by its terms payable on demand to be
immediately due and payable, without demand or notice of any
kind, in the event of default, or if RBC in good faith believes and
has commercially reasonable grounds to believe itself
insecure or that the Collateral is or is about to be placed in
jeopardy. The provisions of this clause are not intended in any
way to affect any rights of RBC with respect to any Indebtedness
which may now or hereafter be payable on demand.
9.

have exercised such right of setoff immediately at the time of

making its decision to do so even though any charge therefore is
made or entered on RBC's records subsequent thereto.

(c) Upon any default by Debtor hereunder, RBC may, but shall

not be obliged to, rectify such default and Debtor shall pay to
RBC, forthwith upon written demand therefor, an amount equal to
the expense incurred by RBC in so doing plus interest thereon
from the date such expense is incurred until it is paid at the rate
of Fifteen Percent (15%) per annum.

(d) RBC may grant extensions of time and other indulgences,

give up security, accept compositions, compound, compromise,

settle, grant releases and discharges and otherwise deal with
Debtor, sureties and others and with Collateral and other security
as RBC may see fit without prejudice to the liability of Debtor or
RBC's right to hold and realize Security Interest.

(e) This Security Agreement shall ensure to the benefit of and be

binding upon the parties hereto and their respective heirs,

executors, administrators, successors and assigns. If more than
one Debtor executes this Security Agreement the obligations of
such Debtors hereunder shall be joint and several.

(f) No modification, variation or amendment of any provision of

this Security Agreement shall be made except by a written

agreement, executed by the parties hereto and no waiver of any
provision hereof shall be effective unless in writing.

(g) Subject to the requirements of Section 10(h), whenever either

REMEDIES

(a) Upon default, RBC may take possession of, collect, demand,

sue on, enforce, recover and receive Collateral and give valid and
binding receipts and discharges therefore and in respect thereof,
and RBC may sell, lease or otherwise dispose of Collateral in such
manner, at such time or times and place or places, for such
consideration and upon such terms and conditions as to RBC may
seem reasonable.

(b) In addition to those rights granted herein and in any other

agreement now or hereafter in effect between Debtor and RBC

and in addition to any other rights RBC may have at law or in
equity, RBC shall have, both before and after default, all rights
and remedies of a secured party under P.P.S.A. Provided always,
that RBC shall not be liable or accountable for any failure to
exercise its remedies, take possession of, collect, enforce, realize,
sell, lease or otherwise dispose of Collateral or to institute any
proceedings for such purposes. Furthermore, RBC shall have no
obligation to take any steps to preserve rights against prior
parties to any instrument or chattel paper constituting Collateral
and whether or not in RBC's possession and shall not be liable or
accountable for failure to do so.

(c) Debtor agrees to be liable for and to pay all costs, charges

and expenses reasonably incurred by RBC (including reasonable

solicitor's fees and expenses) when enforcing this Security
Agreement, taking and maintaining custody of, preserving,
repairing, processing, preparing for disposition and disposing of
Collateral and in enforcing or collecting Indebtedness and all such
costs, charges and expenses shall be a first charge on the
proceeds of realization, collection or disposition of Collateral and
shall be secured hereby.
10. MISCELLANEOUS
(a) Debtor hereby authorizes RBC to file such financing
statements, financing change statements and other documents
and do such acts, matters and things as RBC may deem
appropriate to perfect on an ongoing basis and continue Security
Interest to protect And preserve Collateral and to realize upon
Security Interest and Debtor hereby irrevocably constitutes and
appoints the Manager or Acting Manager from time to time of the
herein mentioned branch of RBC the true and lawful attorney of
Debtor, with full power of substitution, to do any of the foregoing
in the name of Debtor whenever and wherever it may be deemed
necessary or expedient

(b) Without

limiting any other rights of RBC, whenever

Indebtedness is immediately due and payable or RBC has the right
to declare it to be immediately due and payable (whether or not it
has so declared), RBC may, in its sole discretion, set off against
Indebtedness any and all amounts then owed to Debtor by RBC in
any capacity, whether or not due, and RBC shall be deemed to

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party hereto is required or entitled to notify or direct the other or

make a demand or request upon the other, such notice, direction,
demand or request shall be in writing and shall be sufficiently
given in the case of RBC, if delivered to it or sent by first class
mail addressed to it at its address herein set forth or as changed
pursuant hereto and, in the case of Debtor, if delivered to it or
sent by first class mail addressed to it at its address last known to
RBC. Either party may notify the other pursuant hereto of any
change in such party's address to be used for the purposes
hereof.

(h) This Security Agreement and the security afforded hereby is

in addition to and not in substitution for any other security now or

hereafter held by RBC and is, and is intended to be a continuing
Security Agreement and shall remain in full force and effect until
the Manager or Acting Manager from time to time of the herein
mentioned branch of RBC shall actually receive written notice of
its discontinuance; and, notwithstanding such notice, shall remain
in full force and effect thereafter until all Indebtedness contracted
for or created before the receipt of such notice by RBC, and any
extensions or renewals thereof (whether made before or after
receipt of such notice) together with interest accruing thereon
after such notice, shall be paid in full.

(i)

The headings used in this Security Agreement are for

convenience only and are not to be considered a part of this
Security Agreement and do not in any way limit or amplify the
terms and provisions of this Security Agreement.

(j)

When the context so requires, the singular number shall be

read as if the plural were expressed and the provisions hereof
shall be read with all grammatical changes necessary dependent
upon the person referred to being a male or a female.

(k) In the event any provision of this Security Agreement, as

amended from time to time, shall be deemed invalid or void, in

whole or in part, by any court of competent jurisdiction, the
remaining terms and provisions of this Security Agreement shall
remain in full force and effect.

(l)

Nothing herein contained shall in any way obligate RBC to

grant, continue, renew, extend time for payment of or accept
anything which constitutes or would constitute Indebtedness.

(m) The Security Interest created hereby is intended to attach

when this Security Agreement is signed by Debtor and delivered

to RBC.

(n) This Security Agreement and the transactions evidenced

hereby shall be governed by and construed in accordance with the

laws of the province in which the herein mentioned branch of RBC
is located, as those laws may from time to time be in effect,
including, where applicable, the P.P.S.A.

Page 3 of 3

FORM 00944 (04-20-2007)

11. ENCUMBRANCES AFFECTING COLLATERAL

Name of the company and address

Amount of the debt

NONE

12. COLLATERAL
Description

Location of Collateral

13. COPY OF AGREEMENT

Debtor hereby acknowledges receipt of a copy of this Security Agreement.
14. COPY OF FINANCING STATEMENT
Debtor waives Debtor's right to receive a copy of any financing statement or financing change statement registered by RBC or
any verification statement received in respect thereof (This provision applies in every PPSA province except Ontario).
15. NAME, ETC., OF DEBTOR
Debtor represents and warrants that the following information is accurate:
(Ensure proper full legal name is inserted)
DEBTOR NAME

DATE OF BIRTH
DAY MONTH YEAR

ADDRESS OF INDIVIDUAL DEBTOR

CITY

PROVINCE

DEBTOR NAME

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR

ADDRESS OF INDIVIDUAL DEBTOR

CITY

PROVINCE

DEBTOR NAME

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR

ADDRESS OF INDIVIDUAL DEBTOR

CITY

PROVINCE

DEBTOR NAME

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR

ADDRESS OF INDIVIDUAL DEBTOR

CITY

PROVINCE

POSTAL CODE

IN WITNESS WHEREOF Debtor has executed this Security Agreement this _____________________________
(Month) (Day) (Year)

WITNESS

S
eal

WITNESS

S
eal

WITNESS

S
eal

WITNESS

S
eal

BANK ADDRESS

BANK COPY

Page 4 of 3

FORM 00944 (04-20-2007)

11. ENCUMBRANCES AFFECTING COLLATERAL

Name of the company and address

Amount of the debt

NONE

12. COLLATERAL
Description

Location of Collateral

13. COPY OF AGREEMENT

Debtor hereby acknowledges receipt of a copy of this Security Agreement.
14. COPY OF FINANCING STATEMENT
Debtor waives Debtor's right to receive a copy of any financing statement or financing change statement registered by RBC or
any verification statement received in respect thereof (This provision applies in every PPSA province except Ontario).
15. NAME, ETC., OF DEBTOR
Debtor represents and warrants that the following information is accurate:
(Ensure proper full legal name is inserted)
DEBTOR NAME

ADDRESS OF INDIVIDUAL DEBTOR

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

DEBTOR NAME

ADDRESS OF INDIVIDUAL DEBTOR

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

DEBTOR NAME

ADDRESS OF INDIVIDUAL DEBTOR

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

DEBTOR NAME
ADDRESS OF INDIVIDUAL DEBTOR

POSTAL CODE

POSTAL CODE

DATE OF BIRTH
DAY MONTH YEAR
CITY

PROVINCE

POSTAL CODE

IN WITNESS WHEREOF Debtor has executed this Security Agreement this _____________________________
(Month) (Day) (Year)

WITNESS

S
eal

WITNESS

S
eal

WITNESS

S
eal

WITNESS

S
eal

BANK ADDRESS

REGISTRATION COPY

Page 1 of 1