THE CANADIAN FACILITY
REVOLVING LOANS OR PERMIT EXISTING CANADIAN FACILITY REVOLVING LOANS TO REMAIN
OUTSTANDING (OTHER THAN IN CONNECTION WITH A SALE OF BEACON CANADA (OR ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS) APPROVED BY LENDERS IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT) (THE "TERMINATION DATE").
THE COMMITMENTS SHALL
TERMINATE
(UNLESS EARLIER TERMINATED PURSUANT TO THE TERMS HEREUNDER) UPON THE
TERMINATION DATE AND ALL OBLIGATIONS SHALL BECOME IMMEDIATELY DUE AND PAYABLE
WITHOUT NOTICE OR DEMAND.
NOTWITHSTANDING ANY TERMINATION, UNTIL ALL
OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY OBLIGATIONS TO THE EXTENT NO
UNSATISFIED CLAIM HAS BEEN ASSERTED) HAVE BEEN FULLY PAID AND SATISFIED, AGENT,
ON BEHALF OF ITSELF AND LENDERS, SHALL BE ENTITLED TO RETAIN SECURITY INTERESTS
IN AND LIENS UPON ALL COLLATERAL, AND EVEN AFTER PAYMENT OF ALL OBLIGATIONS
HEREUNDER, OBLIGORS' OBLIGATION TO INDEMNIFY AGENT AND EACH LENDER IN ACCORDANCE
WITH THE TERMS HEREOF SHALL CONTINUE.
2.7
STATEMENTS.
AGENT SHALL RENDER A MONTHLY
STATEMENT OF ACCOUNT TO BORROWER WITHIN TWENTY (20) DAYS AFTER THE END OF EACH
MONTH.
SUCH STATEMENT OF ACCOUNT SHALL CONSTITUTE AN ACCOUNT STATED UNLESS
BORROWER MAKES WRITTEN OBJECTION THERETO WITHIN THIRTY (30) DAYS FROM THE DATE
SUCH STATEMENT IS MAILED TO BORROWER. AGENT SHALL RECORD IN ITS BOOKS AND
RECORDS, INCLUDING COMPUTER RECORDS, (A) ALL LOANS, INTEREST CHARGES AND
PAYMENTS THEREOF, (B) ALL LETTER OF CREDIT LIABILITY, (C) THE CHARGING AND
PAYMENT OF ALL FEES, COSTS AND EXPENSES AND (D) ALL OTHER DEBITS AND CREDITS
PURSUANT TO THIS AGREEMENT.
THE BALANCE IN THE LOAN ACCOUNTS SHALL CONSTITUTE
PRESUMPTIVE EVIDENCE, ABSENT DEMONSTRABLE ERROR, OF THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN; PROVIDED, HOWEVER, THAT ANY FAILURE BY AGENT TO
SO RECORD SHALL NOT LIMIT OR AFFECT THE BORROWER'S OBLIGATION TO PAY.
19
2.8
GRANT OF SECURITY INTEREST.
TO SECURE THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, INCLUDING ALL RENEWALS, EXTENSIONS,
RESTRUCTURINGS AND REFINANCINGS OF ANY OR ALL OF THE OBLIGATIONS, EACH OBLIGOR
HEREBY GRANTS TO AGENT, ON BEHALF OF AGENT AND LENDERS (AND ANY AFFILIATES OF
LENDERS TO THE EXTENT SUCH AFFILIATES ARE PARTIES TO LOAN DOCUMENTS), A
CONTINUING SECURITY INTEREST, LIEN AND MORTGAGE IN AND TO ALL RIGHT, TITLE AND
INTEREST OF SUCH OBLIGOR IN ALL OF SUCH OBLIGOR'S PERSONAL AND REAL PROPERTY,
WHETHER NOW OWNED OR EXISTING OR HEREAFTER ACQUIRED OR ARISING AND REGARDLESS OF
WHERE LOCATED (ALL BEING COLLECTIVELY REFERRED TO AS THE "COLLATERAL")
INCLUDING, WITHOUT LIMITATION, (A) ACCOUNTS, AND ALL GUARANTIES AND SECURITY
THEREFOR, AND ALL GOODS AND RIGHTS REPRESENTED THEREBY OR ARISING THEREFROM
INCLUDING THE RIGHTS OF STOPPAGE IN TRANSIT, REPLEVIN AND RECLAMATION;
(B) INVENTORY AND OTHER GOODS; (C) GENERAL INTANGIBLES (AS DEFINED IN THE UCC);
(D) DOCUMENTS (AS DEFINED IN THE UCC) OR OTHER RECEIPTS COVERING, EVIDENCING OR
REPRESENTING GOODS; (E) INSTRUMENTS (AS DEFINED IN THE UCC); (F) CHATTEL PAPER
(AS DEFINED IN THE UCC); (G) EQUIPMENT; (H) MORTGAGED PROPERTY; (I) INVESTMENT
PROPERTY (AS DEFINED IN THE UCC) INCLUDING, WITHOUT LIMITATION, ALL SECURITIES
(CERTIFICATED AND UNCERTIFICATED) SECURITY ACCOUNTS, SECURITY ENTITLEMENTS,
COMMODITY CONTRACTS AND COMMODITY ACCOUNTS; (J) INTELLECTUAL PROPERTY; (K)
COMMERCIAL