genders and
words importing the singular number only shall include the plural and vice
versa.
SECTION 1.6
HEADINGS, ETC.
The division of this security agreement into Articles and Sections and the
insertion of headings are for convenient reference only and are not to affect
its interpretation.
The expressions "Article" and "Section" followed by a
number mean and refer to the specified Articles or Section of this security
agreement.
SECTION 1.7
SCHEDULES.
The Schedules attached to this security agreement shall, for all purposes of
this security agreement, form an integral part of it.
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ARTICLE 2
SECURITY
SECTION 2.1
GRANT OF SECURITY.
(1)
SUBJECT TO SECTION 2.4, THE OBLIGOR CHARGES, ASSIGNS,
HYPOTHECATES, PLEDGES AND TRANSFERS TO THE COLLATERAL AGENT, AND GRANTS TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED CREDITORS (AND, TO THE EXTENT
THE FOLLOWING CONSTITUTES "COLLATERAL" UNDER, AND AS DEFINED IN, THE ORIGINAL
CANADIAN SECURITY AGREEMENT, DOES HEREBY RECONFIRM (WITHOUT INTERRUPTION) ITS
CHARGE, ASSIGNMENT, HYPOTHECATION, PLEDGE, TRANSFER AND GRANT TO THE COLLATERAL
AGENT UNDER THE ORIGINAL CANADIAN SECURITY AGREEMENT OF), A SECURITY INTEREST IN
ALL THE OBLIGOR'S RIGHT, TITLE AND INTEREST IN AND TO THE PERSONAL PROPERTY AND
UNDERTAKING OF THE OBLIGOR NOW OWNED OR HEREAFTER ACQUIRED (COLLECTIVELY, THE
"COLLATERAL") INCLUDING ANY AND ALL OF THE OBLIGOR'S:
(A)
INVENTORY INCLUDING GOODS HELD FOR SALE, LEASE OR RESALE, GOODS
FURNISHED OR TO BE FURNISHED TO THIRD PARTIES UNDER CONTRACTS OF LEASE,
CONSIGNMENT OR SERVICE, GOODS WHICH ARE RAW MATERIALS OR WORK IN PROCESS, GOODS
USED IN OR PROCURED FOR PACKING AND MATERIALS USED OR CONSUMED IN THE BUSINESS
OF THE OBLIGOR;
(B)
EQUIPMENT, MACHINERY, FURNITURE, FIXTURES, PLANT, VEHICLES AND
OTHER GOODS OF EVERY KIND AND DESCRIPTION AND ALL LICENCES AND OTHER RIGHTS AND
ALL RECORDS, FILES, CHARTS, PLANS, DRAWINGS, SPECIFICATIONS, MANUALS AND
DOCUMENTS RELATING THERETO;
(C)
UNITS;
(D)
RECEIVABLES AND ALL AGREEMENTS, BOOKS, ACCOUNTS, INVOICES,
LETTERS, DOCUMENTS AND PAPERS RECORDING, EVIDENCING OR RELATING THERETO;
(E)
MONEY, DOCUMENTS OF TITLE AND CHATTEL PAPER;
(F)
SECURITIES AND INSTRUMENTS, INCLUDING THE SECURITIES LISTED IN
SCHEDULE 2.1(1)(F);
(G)
INTANGIBLES INCLUDING ALL SECURITY INTERESTS, GOODWILL, CHOSES IN
ACTION, CONTRACTS, CONTRACT RIGHTS, SOFTWARE AND OTHER CONTRACTUAL BENEFITS;
(H)
COPYRIGHTS, DESIGNS, PATENTS, CONFIDENTIAL INFORMATION, TRADE
SECRET RIGHTS AND TRADE-MARKS AND OTHER INTELLECTUAL PROPERTY (COLLECTIVELY, THE
"INTELLECTUAL PROPERTY") INCLUDING THE INTELLECTUAL PROPERTY DESCRIBED IN
SCHEDULE 2.1(1)(H);
(I)
INSURANCE POLICIES;
17
(J)
SUBSTITUTIONS AND REPLACEMENTS OF AND INCREASES, ADDITIONS AND,
WHERE APPLICABLE, ACCESSIONS TO THE PROPERTY DESCRIBED IN
SECTION 2.1(1)(A) THROUGH SECTION 2.1(1)(I), INCLUSIVE; AND
(K)
PROCEEDS IN ANY FORM DERIVED DIRECTLY OR INDIRECTLY FROM ANY
DEALING WITH ALL OR ANY PART OF THE PROPERTY DESCRIBED IN SECTION 2.1(1)(A),
THROUGH SECTION 2.1(1)(J), INCLUSIVE, OR THE PROCEEDS OF SUCH PROCEEDS.
(2)
THE SECURITY INTEREST OF THE COLLATERAL AGENT UNDER THIS SECURITY
AGREEMENT EXTENDS TO ALL COLLATERAL OF THE KIND WHICH IS THE SUBJECT OF THIS
SECURITY AGREEMENT WHICH THE OBLIGOR MAY ACQUIRE AT ANY TIME DURING THE
CONTINUATION OF THIS SECURITY AGREEMENT.
(3)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECURITY AGREEMENT, (X) THE SECOND