PROMISSORY NOTE
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FOR VALUE RECEIVED, ____________________________, a corporation incorporated under the laws of the Province of ____________________with offices at ______________________________________________________ ("Borrower"), promises to pay to the order of ____________________________, a corporation incorporated under the laws of the Province of ____________________ ("Lender"), at Lender's office at ______________________________________________________, or at such other place as Lender may from time to time designate, the principal sum of ____________________________________________ plus interest as specified in this promissory note (the "Note"). Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at the rate of ______________ percent (_____) per annum (the "Note Rate"). The principal amount hereof shall be due and ___________________________ (the "Payment Date"). payable in full on
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Interest on the unpaid principal amount hereof shall be due and payable in full on the Payment Date. Borrower reserves the right to prepay this Note in whole or in part, prior to maturity, without penalty. If Borrower fails to make any payment of principal or interest on the Payment Date, Borrower agrees to pay interest on the late principal or interest payment at an annual rate (the "Default Rate") of ______________ percent (_____) in excess of the Note Rate, from the date the late payment becomes due until Borrower pays in full such late payment. From and after maturity of this Note, whether by acceleration or otherwise, all sums then due and payable under this Note, including all principal and all accrued and unpaid interest, shall bear interest until paid in full at the Default Rate. The occurrence of any of the following shall constitute an "Event of Default" under this Note: (i) Borrower shall fail to pay when due any principal or interest due hereunder; or (ii) any representation or warranty of Borrower shall be false in any material respect; or (iii) Borrower shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail or admit in writing its inability to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under any provincial or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to any applicable provincial or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower, or Borrower shall file an answer admitting
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the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower shall be adjudicated a bankrupt, or an order for relief shall be entered by any court of competent jurisdiction under any applicable provincial or federal law relating to bankruptcy, reorganization or other relief for debtors; or (iv) the dissolution or liquidation of Borrower; or Borrower or any of its directors or shareholders shall take any action seeking to effect the dissolution or liquidation of Borrower. 9. If Borrower defaults in the payment of this Note or in the performance of any obligation, and the default continues after Lender gives Borrower notice of the default and the time within which it must be cured, as may be required by law or written agreement, then Lender may declare the unpaid principal balance and earned interest on this Note immediately due. Borrower and each surety, endorser, and guarantor waive all demands for payment, presentation for payment, notices of intentions to accelerate maturity, notices of acceleration of maturity, protests, and notices of protest, to the extent permitted by law.
10. If this Note is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Borrower shall pay Lender all costs of collection and enforcement, including reasonable attorney's fees and court costs in addition to other amounts due. 11. If any provision of this Note or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Note nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. 12. The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties hereto. 13. This Note shall be governed, construed and interpreted by, through and under the Laws of the Province of ____________________. EXECUTED this __________ day of _______________________, 20_____. [Borrower's Signature:] __________________________ [Borrower's Printed or Typed Name]: __________________________
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