PART VII OF THE FINANCIAL
ADMINISTRATION ACT (CANADA) APPLIES), WHICH FILINGS, REGISTRATIONS OR RECORDINGS
THE OBLIGOR IS NOT REQUIRED TO MAKE) HAVE BEEN ACCOMPLISHED OR WILL BE
ACCOMPLISHED WITHIN ONE BUSINESS 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;
28
(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 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