IN WHICH IT
HAS GRANTED A SECURITY INTEREST HEREUNDER, IN ACCORDANCE WITH GAAP AND
APPLICABLE LAW, AND, AT SUCH TIME OR TIMES AS THE CANADIAN AGENT MAY REASONABLY
REQUEST, PROMPTLY TO PREPARE AND DELIVER TO THE CANADIAN AGENT A DULY CERTIFIED
SCHEDULE OR SCHEDULES IN FORM AND DETAIL SATISFACTORY TO THE CANADIAN AGENT
SHOWING THE IDENTITY, AMOUNT AND LOCATION OF ANY AND ALL SUCH ABL COLLATERAL.
(B)
EACH GRANTOR SHALL, AT ITS OWN EXPENSE, TAKE ANY AND ALL ACTIONS NECESSARY
TO DEFEND TITLE TO THE ABL COLLATERAL IN WHICH IT HAS GRANTED A SECURITY
INTEREST HEREUNDER AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST OF
THE CANADIAN AGENT IN SUCH ABL COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY
LIEN NOT EXPRESSLY PERMITTED PURSUANT TO SECTION 6.02 OF THE CREDIT AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN (INCLUDING ANY
PROVISION FOR, REFERENCE TO, OR ACKNOWLEDGEMENT OF, ANY LIEN OR PERMITTED
ENCUMBRANCE), NOTHING HEREIN AND NO APPROVAL BY THE CANADIAN AGENT OR SECURED
PARTIES OF ANY LIEN OR PERMITTED ENCUMBRANCE (WHETHER SUCH APPROVAL IS ORAL OR
IN WRITING) SHALL BE CONSTRUED AS OR DEEMED TO CONSTITUTE A SUBORDINATION BY THE
CANADIAN AGENT OR THE SECURED PARTIES OF ANY SECURITY INTEREST OR OTHER RIGHT,
INTEREST OR LIEN IN OR TO THE ABL COLLATERAL OR ANY PART THEREOF IN FAVOUR OF
ANY LIEN OR PERMITTED ENCUMBRANCE OR ANY HOLDER OF ANY LIEN OR PERMITTED
ENCUMBRANCE.
(C)
EACH GRANTOR AGREES, AT ITS OWN EXPENSE, TO EXECUTE, ACKNOWLEDGE, DELIVER
AND CAUSE TO BE DULY FILED ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
ALL SUCH ACTIONS AS THE CANADIAN AGENT MAY FROM TIME TO TIME REASONABLY REQUEST
TO BETTER ASSURE, PRESERVE, PROTECT AND PERFECT THE SECURITY INTEREST AND THE
RIGHTS AND REMEDIES CREATED HEREBY, INCLUDING THE PAYMENT OF ANY FEES AND TAXES
REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
8
THIS AGREEMENT, THE GRANTING OF THE SECURITY INTEREST AND THE FILING OF ANY
FINANCING STATEMENTS OR OTHER DOCUMENTS IN CONNECTION HEREWITH OR THEREWITH.
(D)
THE CANADIAN AGENT AND SUCH PERSONS AS THE CANADIAN AGENT MAY REASONABLY
DESIGNATE SHALL HAVE THE RIGHT, AT THE GRANTORS' OWN COST AND EXPENSE, TO
INSPECT THE ABL COLLATERAL SUBJECT TO THE SECURITY INTEREST, ALL RECORDS RELATED
THERETO (AND TO MAKE EXTRACTS AND COPIES FROM SUCH RECORDS) AND THE PREMISES
UPON WHICH ANY OF SUCH ABL COLLATERAL IS LOCATED, TO DISCUSS THE GRANTORS'
AFFAIRS WITH THE OFFICERS OF THE GRANTORS AND THEIR INDEPENDENT ACCOUNTANTS AND
TO VERIFY UNDER REASONABLE PROCEDURES, IN ACCORDANCE WITH SECTION 5.09 OF THE
CREDIT AGREEMENT, THE VALIDITY, AMOUNT, QUALITY, QUANTITY, VALUE, CONDITION AND
STATUS OF, OR ANY OTHER MATTER RELATING TO, THE ABL COLLATERAL SUBJECT TO THE
SECURITY INTEREST, INCLUDING, IN THE CASE OF ACCOUNTS OR ABL COLLATERAL IN THE
POSSESSION OF ANY THIRD PERSON, BY CONTACTING ACCOUNT DEBTORS OR THE THIRD
PERSON POSSESSING SUCH ABL COLLATERAL FOR THE PURPOSE OF MAKING SUCH A
VERIFICATION. THE CANADIAN AGENT SHALL HAVE THE ABSOLUTE RIGHT TO SHARE ANY
INFORMATION IT GAINS FROM SUCH INSPECTION OR