SUCH
RIGHTS (AS SPECIFIED BY THE ADMINISTRATIVE AGENT IN ITS SOLE AND ABSOLUTE
DISCRETION) AND WITHOUT WAIVING OR OTHERWISE AFFECTING THE ADMINISTRATIVE
AGENT'S RIGHTS TO GIVE ADDITIONAL NOTICES FROM TIME TO TIME SUSPENDING OTHER
RIGHTS SO LONG AS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
ARTICLE III
SECURITY INTERESTS IN PERSONAL PROPERTY
SECTION 3.01.
SECURITY INTEREST.
(A)
AS SECURITY FOR THE PAYMENT OR
PERFORMANCE, AS THE CASE MAY BE, IN FULL OF ITS CANADIAN SECURED OBLIGATIONS,
EACH GRANTOR HEREBY ASSIGNS, PLEDGES AND HYPOTHECATES TO THE ADMINISTRATIVE
AGENT, ITS SUCCESSORS AND PERMITTED ASSIGNS, FOR THE BENEFIT OF THE SECURED
PARTIES, AND HEREBY GRANTS AND HYPOTHECATES TO THE ADMINISTRATIVE AGENT, ITS
SUCCESSORS AND ASSIGNS, FOR THE BENEFIT OF THE SECURED PARTIES, A SECURITY
INTEREST (THE "SECURITY INTEREST") IN, ALL RIGHT, TITLE OR INTEREST IN OR TO ANY
AND ALL OF THE FOLLOWING ASSETS AND PROPERTIES NOW OWNED OR AT ANY TIME
HEREAFTER ACQUIRED BY SUCH GRANTOR OR IN WHICH SUCH GRANTOR NOW HAS OR AT ANY
TIME IN THE FUTURE MAY ACQUIRE ANY RIGHT, TITLE OR INTEREST (COLLECTIVELY, THE
"PERSONAL PROPERTY COLLATERAL"):
i)
all Accounts;
ii)
all Chattel Paper;
iii)
all cash and Deposit Accounts;
iv)
all Documents of Title;
v)
all Equipment;
vi)
all Intangibles;
vii)
all Instruments;
viii)
all Inventory;
ix)
all Securities;
x)
all books and records pertaining to the
Personal Property Collateral; and
xi)
to the extent not otherwise included, all
Proceeds and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing.
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE
AGENT AT
12
ANY TIME AND FROM TIME TO TIME TO FILE IN ANY RELEVANT JURISDICTION ANY INITIAL
FINANCING STATEMENTS (INCLUDING FIXTURE FILINGS) OR FINANCING CHANGE STATEMENTS
WITH RESPECT TO THE PERSONAL PROPERTY COLLATERAL OR ANY PART THEREOF AND
AMENDMENTS THERETO THAT (I) INDICATE THE COLLATERAL AS ALL ASSETS OF SUCH
GRANTOR OR WORDS OF SIMILAR EFFECT AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH
GREATER DETAIL AND (II) CONTAIN THE INFORMATION REQUIRED BY THE PPSA FOR THE
FILING OF ANY FINANCING STATEMENT, FINANCING CHANGE STATEMENT OR AMENDMENT,
INCLUDING (A) WHETHER SUCH GRANTOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION
AND ANY ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED TO SUCH GRANTOR AND (B) IN
THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE FILING OR COVERING PERSONAL
PROPERTY COLLATERAL CONSTITUTING MINERALS OR THE LIKE TO BE EXTRACTED OR TIMBER
TO BE CUT, A SUFFICIENT DESCRIPTION OF THE REAL PROPERTY TO WHICH SUCH PERSONAL
PROPERTY COLLATERAL RELATES.
EACH GRANTOR AGREES TO PROVIDE SUCH INFORMATION TO
THE ADMINISTRATIVE AGENT PROMPTLY UPON REQUEST.
Each Grantor also ratifies its authorization for the Administrative Agent to
file in any relevant jurisdiction any initial financing statements, financing
change statements or amendments thereto if filed prior to the date hereof.
The Administrative Agent is further authorized to file with the Canadian
Intellectual Property Office (or any successor office or any similar office in
any other