DAY FROM THE EFFECTIVE
DATE AND UPON SUCH FILINGS, REGISTRATIONS OR RECORDATIONS, THE SECURITY INTEREST
GRANTED HEREBY IN AND TO THE COLLATERAL CONSTITUTES OR WILL CONSTITUTE A
PERFECTED SECURITY INTEREST THEREIN PRIOR TO THE RIGHTS OF ALL OTHER PERSONS
THEREIN AND SUBJECT TO NO OTHER LIENS (OTHER THAN PERMITTED LIENS) AND IS
ENTITLED TO ALL THE RIGHTS, PRIORITIES AND BENEFITS AFFORDED BY SUCH RELEVANT
LAWS AS ENACTED IN ANY RELEVANT JURISDICTION TO PERFECTED SECURITY INTERESTS, IN
EACH CASE TO THE EXTENT THAT THE COLLATERAL CONSISTS OF THE TYPE OF PROPERTY IN
WHICH A SECURITY INTEREST MAY BE CREATED;
(B)
NO LIENS. THE OBLIGOR IS, AND AS TO
COLLATERAL ACQUIRED BY IT FROM TIME TO TIME AFTER THE EFFECTIVE DATE THE OBLIGOR
WILL BE, THE OWNER OR LICENSEE OF ALL COLLATERAL FREE FROM ANY LIEN, ADVERSE
CLAIM OR OTHER RIGHT, TITLE OR INTEREST OF ANY OTHER PERSON (OTHER THAN
PERMITTED LIENS AND THE SECURITY INTEREST), AND THE OBLIGOR SHALL DEFEND THE
COLLATERAL TO THE EXTENT OF ITS RIGHTS THEREIN AGAINST ALL CLAIMS AND DEMANDS OF
ALL PERSONS AT ANY TIME CLAIMING THE SAME OR ANY INTEREST THEREIN ADVERSE TO THE
COLLATERAL AGENT;
(C)
OTHER FINANCING STATEMENTS.
AS OF THE
EFFECTIVE DATE, IN THE QUALIFIED CANADIAN JURISDICTIONS, THERE IS NO FINANCING
STATEMENT (OR SIMILAR STATEMENT OR INSTRUMENT OF REGISTRATION UNDER THE LAW OF
ANY JURISDICTION) COVERING OR PURPORTING TO COVER ANY INTEREST OF ANY KIND IN
THE COLLATERAL EXCEPT AS DISCLOSED IN SCHEDULE 4.1(C), AND THE OBLIGOR WILL NOT
EXECUTE OR AUTHORIZE TO BE FILED IN ANY PUBLIC OFFICE ANY FINANCING STATEMENT
(OR SIMILAR STATEMENT OR INSTRUMENT OF REGISTRATION UNDER THE LAW OF ANY
JURISDICTION) OR STATEMENTS RELATING TO THE COLLATERAL, EXCEPT FINANCING
STATEMENTS FILED OR TO BE FILED IN RESPECT OF AND COVERING THE SECURITY
INTERESTS GRANTED HEREBY AND BY THE OTHER CREDIT DOCUMENTS TO WHICH THE OBLIGOR
IS A PARTY OR AS PERMITTED BY THE AMENDED AND RESTATED CREDIT AGREEMENT OR IN
CONNECTION WITH PERMITTED LIENS;
(D)
CHIEF EXECUTIVE OFFICE; RECORDS.
THE CHIEF
EXECUTIVE OFFICE OF THE OBLIGOR IS LOCATED AT THE ADDRESS INDICATED ON SCHEDULE
4.1(D).
THE OBLIGOR WILL NOT MOVE ITS CHIEF EXECUTIVE OFFICE EXCEPT TO SUCH NEW
LOCATION AS THE OBLIGOR MAY ESTABLISH IN ACCORDANCE WITH THE LAST SENTENCE OF
THIS SECTION 4.1(D).
THE ORIGINALS OF ALL DOCUMENTS EVIDENCING ALL RECEIVABLES,
CONTRACT RIGHTS AND TRADE SECRET RIGHTS OF THE OBLIGOR AND THE ONLY ORIGINAL
BOOKS OF ACCOUNT AND RECORDS OF THE OBLIGOR RELATING THERETO ARE, AND WILL
CONTINUE TO BE, KEPT AT SUCH CHIEF
-28-
EXECUTIVE OFFICE, AND/OR ONE OR MORE OF THE OTHER RECORD LOCATIONS SET OUT ON
SCHEDULE 4.1(D) OR AT SUCH NEW LOCATIONS AS THE OBLIGOR MAY ESTABLISH IN
ACCORDANCE WITH THE LAST SENTENCE OF THIS SECTION 4.1(D).
ALL RECEIVABLES AND
CONTRACT RIGHTS AND TRADE SECRET RIGHTS OF THE OBLIGOR ARE, AND WILL CONTINUE TO
BE, MAINTAINED AT, AND CONTROLLED AND DIRECTED (INCLUDING FOR GENERAL ACCOUNTING
PURPOSES) FROM, THE OFFICE LOCATIONS DESCRIBED ABOVE OR SUCH NEW LOCATION
ESTABLISHED IN ACCORDANCE WITH THE LAST