AT ANY TIME
AND FROM TIME TO TIME TO FILE IN ANY RELEVANT JURISDICTION ANY FINANCING
STATEMENTS WITH RESPECT TO THE ABL COLLATERAL IN WHICH A SECURITY INTEREST IS
CREATED BY SUCH GRANTOR HEREUNDER OR ANY PART THEREOF AND AMENDMENTS THERETO
THAT (I) IDENTIFY THE APPLICABLE COLLATERAL, AND (II) CONTAIN THE INFORMATION
REQUIRED BY APPLICABLE LAW OF EACH APPLICABLE JURISDICTION FOR THE FILING OF ANY
FINANCING STATEMENT OR AMENDMENT. EACH GRANTOR AGREES TO PROVIDE SUCH
INFORMATION TO THE CANADIAN AGENT PROMPTLY UPON REQUEST.
Each Grantor also ratifies its authorization for the Canadian Agent to file in
any relevant jurisdiction any financing statements or financing change
statements if filed prior to the date hereof.
(C)
THE SECURITY INTEREST IS GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE
CANADIAN AGENT OR ANY OTHER SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY
OBLIGATION OR LIABILITY OF ANY GRANTOR WITH RESPECT TO OR ARISING OUT OF THE ABL
COLLATERAL.
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE
SECURITY INTEREST GRANTED HEREUNDER ATTACH TO ANY CONTRACT OR AGREEMENT TO WHICH
ANY GRANTOR IS A PARTY OR ANY OF ITS RIGHTS OR INTERESTS THEREUNDER IF AND FOR
SO LONG AS THE GRANT OF SUCH SECURITY INTEREST SHALL CONSTITUTE OR RESULT IN (I)
THE UNENFORCEABILITY OF ANY RIGHT OF SUCH GRANTOR THEREUNDER OR (II) A BREACH OR
TERMINATION UNDER THE TERMS OF, OR A DEFAULT UNDER, ANY SUCH CONTRACT OR
AGREEMENT (OTHER THAN TO THE EXTENT THAT ANY SUCH TERM WOULD BE RENDERED
INEFFECTIVE PURSUANT TO APPLICABLE LAW OR PRINCIPLES OF EQUITY), PROVIDED, THAT
SUCH SECURITY INTEREST SHALL ATTACH IMMEDIATELY AT SUCH TIME AS THE CONDITION
CAUSING SUCH UNENFORCEABILITY, BREACH OR TERMINATION SHALL BE REMEDIED OR SHALL
OTHERWISE CEASE TO EXIST AND, TO THE EXTENT
7
SEVERABLE, SHALL ATTACH IMMEDIATELY TO ANY PORTION OF SUCH CONTRACT OR AGREEMENT
THAT DOES NOT RESULT IN ANY OF THE CONSEQUENCES SPECIFIED IN THIS PARAGRAPH,
INCLUDING ANY PROCEEDS OF SUCH CONTRACT OR AGREEMENT.
SECTION 3.02.
REPRESENTATIONS AND WARRANTIES.
The Grantors jointly and severally represent and warrant to the Canadian Agent
and the Secured Parties that:
(A)
EACH GRANTOR HAS GOOD AND VALID RIGHTS IN AND TITLE TO THE ABL COLLATERAL
WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT A SECURITY INTEREST HEREUNDER
AND HAS FULL POWER AND AUTHORITY TO GRANT TO THE CANADIAN AGENT THE SECURITY
INTEREST IN SUCH ABL COLLATERAL PURSUANT HERETO AND TO EXECUTE, DELIVER AND
PERFORM ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT
THE CONSENT OR APPROVAL OF ANY OTHER PERSON (OTHER THAN ANY CONSENT OR APPROVAL
THAT HAS BEEN OBTAINED).
(B)
THE PERFECTION CERTIFICATE HAS BEEN DULY PREPARED, COMPLETED AND EXECUTED
AND THE INFORMATION SET FORTH THEREIN, INCLUDING THE EXACT LEGAL NAME OF EACH
GRANTOR, IS CORRECT AND COMPLETE AS OF THE EFFECTIVE DATE.
SECTION 3.03.
COVENANTS.
(A)
EACH GRANTOR AGREES TO MAINTAIN, AT ITS OWN COST AND EXPENSE, COMPLETE AND
ACCURATE RECORDS WITH RESPECT TO THE ABL COLLATERAL OWNED BY IT AND