in all of
such Grantor's right, title and interest in such Trade-marks.
(h)
Each Grantor and the Administrative Agent hereby acknowledge that
(a) value has been given in respect of the security interests granted herein;
(b) such Grantor has rights in the Collateral in which it has granted a security
interest; and (c) this Agreement constitutes a security agreement as that term
is defined in the PPSA.
(i)
If the Collateral is realized upon and the security interest in
the Collateral is not sufficient to satisfy all of the Canadian Secured
Obligations, each Grantor acknowledges and agrees that, subject to the
provisions of the PPSA, such Grantor shall continue to be liable for any
Canadian Secured Obligations remaining outstanding and the Administrative Agent
shall be entitled to pursue full payment thereof.
SECTION 3.02. REPRESENTATIONS AND WARRANTIES.
THE GRANTORS JOINTLY AND
SEVERALLY REPRESENT AND WARRANT TO THE ADMINISTRATIVE AGENT AND THE SECURED
PARTIES THAT:
(A)
EACH GRANTOR HAS GOOD AND VALID RIGHTS IN OR TITLE TO THE PERSONAL
PROPERTY COLLATERAL WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT A SECURITY
INTEREST HEREUNDER AND HAS FULL POWER AND AUTHORITY TO GRANT TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, THE SECURITY
INTEREST IN SUCH PERSONAL PROPERTY 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 CANADIAN 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.
THE FINANCING STATEMENTS (INCLUDING FIXTURE FILINGS, AS APPLICABLE),
FINANCING CHANGE STATEMENTS OR OTHER APPROPRIATE FILINGS, RECORDINGS OR
REGISTRATIONS PREPARED BY THE ADMINISTRATIVE AGENT BASED UPON THE
14
INFORMATION PROVIDED TO THE ADMINISTRATIVE AGENT IN THE CANADIAN PERFECTION
CERTIFICATE FOR FILING IN EACH GOVERNMENTAL OFFICE, FEDERAL, PROVINCIAL OR
MUNICIPAL, OR OTHER OFFICE SPECIFIED IN SCHEDULE 2 TO THE CANADIAN PERFECTION
CERTIFICATE (OR SPECIFIED BY NOTICE FROM THE PARENT BORROWER TO THE
ADMINISTRATIVE AGENT AFTER THE EFFECTIVE DATE IN THE CASE OF FILINGS, RECORDINGS
OR REGISTRATIONS REQUIRED BY SECTION 5.12 OF THE CREDIT AGREEMENT OR
SECTION 3.03 HEREOF), ARE ALL THE FILINGS, RECORDINGS AND REGISTRATIONS (OTHER
THAN FILINGS REQUIRED TO BE MADE IN THE CANADIAN INTELLECTUAL PROPERTY OFFICE IN
ORDER TO PERFECT THE SECURITY INTEREST IN PERSONAL PROPERTY COLLATERAL
CONSISTING OF PATENTS, TRADE-MARKS, COPYRIGHTS AND INDUSTRIAL DESIGNS) THAT ARE
NECESSARY TO PUBLISH NOTICE OF AND PROTECT THE VALIDITY OF AND TO ESTABLISH A
LEGAL, VALID AND PERFECTED SECURITY INTEREST IN FAVOUR OF THE ADMINISTRATIVE
AGENT (FOR THE BENEFIT OF THE SECURED PARTIES) IN RESPECT OF ALL PERSONAL
PROPERTY COLLATERAL IN WHICH THE SECURITY INTEREST MAY BE PERFECTED BY FILING,
RECORDING OR REGISTRATION IN CANADA (OR ANY POLITICAL SUBDIVISION THEREOF) AND
ITS PROVINCES AND TERRITORIES AND NO FURTHER OR SUBSEQUENT FILING, REFILING,
RECORDING, RERECORDING, REGISTRATION OR REREGISTRATION IS NECESSARY IN ANY