Common use of Documentation; Further Assurances Clause in Contracts

Documentation; Further Assurances. (1) The Pledgor has caused to be delivered to the Pledgee fully executed PPSA financing statements (including fixture filings, as applicable), mortgages and other appropriate filings, recordings and registrations containing a description of the Collateral, in each case prepared by the Pledgee, for filing in all applicable recording or registry offices of each applicable jurisdiction, as may be required to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favour of the Pledgee in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in Canada or any of the Provinces of Canada (or in each case any political subdivision thereof), or in any other necessary jurisdiction. (2) The Pledgor will promptly cause to be delivered to the Pledgee, with respect to Canadian Patents and Canadian registered Trademarks and Business Names (and Trademarks and Business Names for which Canadian registration applications are pending) comprised within the Collateral and with respect to Canadian registered Copyrights comprised within the Collateral, fully executed security agreements and other documents containing a description of all such Collateral, in each case prepared by the Pledgee, for registration with the Canadian Intellectual Property Office pursuant to the Patent Act (Canada), the Trade-marks Act (Canada) and the Copyright Act (Canada) and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the Laws of any other jurisdiction in Canada (or any political subdivision thereof) to protect the validity of and to establish a legal, valid and perfected security interest in favour of the Pledgee in respect of all Collateral consisting of Patents, Trademarks and Business Names and Copyrights in which a security interest may be perfected by filing, recording or registration in Canada or any of the Provinces in Canada (or any political subdivision thereof) or in any other necessary jurisdiction. (3) In addition, the Pledgor shall execute and deliver from time to time as may be reasonably requested by the Pledgee, to the Pledgee such other instruments, agreements, certificates and documents (including PPSA financing statements and mortgages) and other appropriate filings, recordings and registrations containing a description of the Collateral, in each case prepared by the Pledgee, to evidence, confirm, perfect and maintain the Liens and Security Interests granted or required to be granted to the Pledgee by this Security Agreement, and shall fully cooperate with the Pledgee and perform all additional acts that are necessary to effect the purposes of the foregoing. (4) The Pledgor shall reimburse the Pledgee on demand for the reasonable fees (including legal fees) and expenses incurred by the Pledgee in connection with the preparation, filing, publication, recording or registration of any instruments, agreements, certificates and documents (including PPSA financing statements and mortgages) pursuant to Section 3.7(3) subject to the U.S.$75,000 limitation set forth in Section 4(i) of the Restructuring Agreement. (5) If the Pledgor fails to perform any act required by this Security Agreement, the Pledgee may (in the name of the Pledgor or otherwise) perform, or cause performance of, such act. The Pledgor shall reimburse the Pledgee on demand for its reasonable fees (including legal fees) and expenses incurred by the Pledgee in connection therewith.

Documentation; Further Assurances. (1i) The Pledgor has caused Issuer shall, and covenants to cause the Servicer to agree, from time to time, at the expense of Issuer to, promptly execute and deliver all further instruments of transfer and conveyance, all such other instruments, and all supplements and amendments hereto, instruments and documents, and take all further action, that may be delivered necessary or desirable or that either the Trustee or the Bank may reasonably request or are necessary in order to maintain, perfect, continue to perfect and protect the Pledgee fully executed PPSA Lien and Security Interest of the Trustee in the Collateral (including, without limitation, any financing statements (including fixture filingsunder the UCC, as applicable)this Indenture or any Supplement related hereto) or to enable either the Trustee or the Bank to exercise and enforce its rights and remedies hereunder with respect to any Collateral or the Letter of Credit, mortgages and other appropriate filings, recordings and registrations containing a description respectively. Without limiting the generality of the Collateralforegoing, in each case prepared by the Pledgeewithin ten (10) Business Days after receipt of written request therefor, for filing in all applicable recording Issuer shall execute and file such financing or registry offices continuation statements, or amendments thereto, execute and record transfer instruments or take possession of each applicable jurisdictionsuch records or documents of title, and such other instruments or notices, and make such recordings, as may be required necessary or desirable, or as either the Trustee or the Bank may reasonably request, in order to (a) perfect, maintain, protect and preserve the lien and Security Interest Granted or purported to be Granted in this Indenture and the other Documents; (b) publish notice of and of, or protect the validity of of, any Grant or assignment made or to be made by this Indenture and to establish a legal, valid and perfected perfect the security interest contemplated hereby in favour favor of the Pledgee Trustee in respect the Mortgage Loans and the related Collateral or any other Collateral; (c) enforce or cause the Servicer to enforce any of the Mortgage Loans in a manner consistent with the Servicing Agreement and applicable law; or (d) preserve and defend title to any Mortgage Loan (including the right to receive all Collateral in which payments due or to become due thereunder subsequent to the applicable Cut-off Date), the Security Interest may be perfected by filingof the Trustee in the Collateral and preserve and defend the rights of the Trustee and the Noteholders in any Mortgage Loan or other property constituting Collateral (including the right to receive all payments due or to become due thereunder subsequent to the applicable Cut- off Date), recording or registration in Canada or against the claims of all persons and parties. The Issuer, upon the Issuer's failure to do any of the Provinces foregoing, hereby designates the Trustee its agent and attorney-in-fact to execute any UCC financing statement, continuation statement or other document or instrument required pursuant to this Section; provided, however, that such designation shall not be deemed to create a duty in the Trustee to monitor the compliance of Canada (or in each case any political subdivision thereof), or in any other necessary jurisdictionthe Issuer with the foregoing covenants. (2ii) The Pledgor will promptly cause to be delivered Issuer shall furnish to the PledgeeTrustee, with respect to Canadian Patents and Canadian registered Trademarks and Business Names (and Trademarks and Business Names for which Canadian registration applications are pending) comprised within the Collateral and with respect to Canadian registered Copyrights comprised within the Collateral, fully executed security agreements and other documents containing a description of all such Collateral, in each case prepared by the Pledgee, for registration with the Canadian Intellectual Property Office pursuant to the Patent Act (Canada), the Trade-marks Act (Canada) and the Copyright Act (Canada) and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the Laws of any other jurisdiction in Canada (or any political subdivision thereof) to protect the validity of and to establish a legal, valid and perfected security interest in favour of the Pledgee in respect of all Collateral consisting of Patents, Trademarks and Business Names and Copyrights in which a security interest may be perfected by filing, recording or registration in Canada or any of the Provinces in Canada (or any political subdivision thereof) or in any other necessary jurisdiction. (3) In addition, the Pledgor shall execute and deliver from time to time as may be reasonably requested by or upon reasonable request of the PledgeeTrustee or the Bank, to the Pledgee such other instruments, agreements, certificates and documents (including PPSA financing statements and mortgages) schedules further identifying and other appropriate filings, recordings and registrations containing a description of describing the Collateral, in each case prepared by the Pledgee, to evidence, confirm, perfect and maintain the Liens and Security Interests granted or required to be granted to the Pledgee by this Security Agreement, and shall fully cooperate with the Pledgee and perform all additional acts that are necessary to effect the purposes of the foregoing. (4iii) The Pledgor shall reimburse Issuer will deliver to the Pledgee Trustee, each Noteholder, the Bank and the Rating Agency, within 120 days after the end of each fiscal year, an Officer's Certificate, stating that (A) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such officer's supervision; (B) to the best of such officer's Knowledge, based on demand for such review, (a) the reasonable fees Issuer has fulfilled all of its obligations under this Indenture throughout such year and (including legal feesb) and expenses incurred by the Pledgee in connection with Servicer has fulfilled all of the preparation, filing, publication, recording or registration Servicer's obligations under the Servicing Agreement; and (C) whether the officer has any Knowledge of any instrumentsIndenture Event of Default or Servicer Event of Default throughout such year or, agreementsin the officer's good faith and reasonable business judgment, certificates an Incipient Default is occurring which is reasonably likely to result in an Indenture Event of Default and, if there has been an Indenture Event of Default or Servicer Event of Default, or, in the officer's good faith and documents (including PPSA financing statements reasonable business judgment, an Incipient Default is occurring which is reasonably likely to result in an Indenture Event of Default, specifying each such default known to him and mortgages) pursuant to Section 3.7(3) subject to the U.S.$75,000 limitation set forth in Section 4(i) nature and status thereof and the nature of the Restructuring Agreementaction taken with respect thereto. (5) If the Pledgor fails to perform any act required by this Security Agreement, the Pledgee may (in the name of the Pledgor or otherwise) perform, or cause performance of, such act. The Pledgor shall reimburse the Pledgee on demand for its reasonable fees (including legal fees) and expenses incurred by the Pledgee in connection therewith.

Documentation; Further Assurances. (1a) The Pledgor Each Guarantor has caused to be delivered to the Pledgee Collateral Agent fully executed PPSA UCC financing statements (including fixture filings, as applicable)statements, mortgages and other appropriate filings, recordings and registrations containing a complete and accurate description of the Collateral, in each case prepared by the Pledgee, Collateral for filing in all applicable recording or registry offices of each applicable jurisdiction, as jurisdiction where is may be required necessary or desirable to do so to publish notice of and of, protect the validity of of, and to establish a legal, valid and perfected security interest in favour favor of the Pledgee in respect Collateral Agent, for the benefit of the Lender, in, all Collateral in which the Security Interest may be perfected by filing, recording or registration in Canada or any of the Provinces of Canada (or in each case any political subdivision thereof), or in any other necessary jurisdiction. (2) The Pledgor will promptly cause to be delivered to the Pledgee, with respect to Canadian Patents and Canadian registered Trademarks and Business Names (and Trademarks and Business Names for which Canadian registration applications are pending) comprised within the Collateral and with respect to Canadian registered Copyrights comprised within the Collateral, fully executed security agreements and other documents containing a description of all such Collateral, in each case prepared by the Pledgee, for registration with the Canadian Intellectual Property Office pursuant to the Patent Act (Canada), the Trade-marks Act (Canada) and the Copyright Act (Canada) and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the Laws of any other jurisdiction in Canada (or any political subdivision thereof) to protect the validity of and to establish a legal, valid and perfected security interest in favour of the Pledgee in respect of all Collateral consisting of Patents, Trademarks and Business Names and Copyrights in which a security interest may be perfected by filing, recording or registration in Canada the United States (or any political subdivision thereof). (b) Each Guarantor has caused to be delivered to the Collateral Agent, with respect to United States registered Patents, Trademarks (and Trademarks for which United States registration applications are pending) and Copyrights, a fully executed security agreement and other documents containing a description of all such Collateral for recording with the Provinces USPTO and the US Copyright Office, and otherwise as may be required pursuant to the laws of any other jurisdiction in Canada the United States (or any political subdivision thereof) to protect the validity of, and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Lender in, all Intellectual Property of the Guarantor in which a security interest may be perfected by filing, recording or registration in the United States (or any other necessary jurisdictionpolitical subdivision thereof). (3c) In addition, the Pledgor Each Guarantor shall execute and deliver from time to time as may be reasonably requested by the Pledgee, to the Pledgee Collateral Agent such other instruments, agreements, certificates and documents (including PPSA financing statements and mortgages) and other appropriate filings, recordings and registrations containing a description as may be appropriate, in the opinion of the Collateral, in each case prepared by the PledgeeCollateral Agent, to evidence, confirm, perfect and maintain the Liens and Security Interests security interests granted or required to be granted to the Pledgee Collateral Agent for the benefit of the Lender by this Security Agreement, and shall fully cooperate with the Pledgee Collateral Agent and perform all additional acts that are necessary to effect the purposes of the foregoing. (4) The Pledgor shall reimburse the Pledgee on demand for the reasonable fees (including legal fees) and expenses incurred by the Pledgee in connection with the preparation, filing, publication, recording or registration of any instruments, agreements, certificates and documents (including PPSA financing statements and mortgages) pursuant to Section 3.7(3) subject to the U.S.$75,000 limitation set forth in Section 4(i) of the Restructuring Agreement. (5d) If the Pledgor a Guarantor fails to perform any act required by this Security AgreementSection 4.3, the Pledgee Collateral Agent may (in the name of the Pledgor Guarantor or otherwise) perform, perform or cause performance ofto be performed, such act. The Pledgor shall reimburse Each Guarantor hereby authorizes the Pledgee on demand for Collateral Agent to file any financing statements, continuation statements, amendments to financing statements or other documents in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its reasonable fees (including legal fees) and expenses incurred by sole discretion, are necessary or advisable to perfect the Pledgee in connection therewithSecurity Interest.

Documentation; Further Assurances. (1a) The Each of the Pledgor Parties has caused to be delivered to the Pledgee fully executed PPSA UCC financing statements (including fixture filings, as applicable), mortgages and other appropriate filings, recordings and registrations containing a description of the Collateral, in each case prepared by the Pledgee, for filing in all applicable recording or registry offices of each applicable jurisdiction, as may be required to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favour favor of the Pledgee in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in Canada or any of the Provinces of Canada United States (or in each case any political subdivision thereof)) and its territories and possessions, or in any other necessary jurisdiction. (2b) The Each of the Pledgor will promptly cause Parties has caused to be delivered to the Pledgee, with respect to Canadian United States Patents and Canadian United States registered Trademarks and Business Names (and Trademarks and Business Names for which Canadian United States registration applications are pending) comprised within the Collateral and with respect to Canadian United States registered Copyrights comprised within the Collateral, fully executed security agreements and other documents containing a description of all such Collateral, in each case prepared by the Pledgee, for registration recording with the Canadian Intellectual Property United States Patent and Trademark Office and the United States Copyright Office pursuant to the Patent Act (Canada)35 U.S.C. ss. 261, the Trade-marks Act (Canada) and the Copyright Act (Canada) 15 U.S.C. ss. 1060 or 17 U.S.C. ss. 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the Laws of any other jurisdiction in Canada the United States (or any political subdivision thereof) and its territories and possessions, to protect the validity of and to establish a legal, valid and perfected security interest in favour favor of the Pledgee in respect of all Collateral consisting of Patents, Trademarks and Business Names and Copyrights in which a security interest may be perfected by filing, recording or registration in Canada or any of the Provinces in Canada United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction. (3c) In addition, each of the Pledgor Parties shall execute and deliver from time to time as may be reasonably requested by the Pledgee, to the Pledgee such other instruments, agreements, certificates and documents (including PPSA UCC financing statements and mortgages) and other appropriate appropriate, filings, recordings and registrations containing a description of the Collateral, in each case prepared by the Pledgee, to evidence, confirm, perfect and maintain the Liens and Security Interests granted or required to be granted to the Pledgee by this Security Agreement, and shall fully cooperate with the Pledgee and perform all additional acts that are necessary to effect the purposes of the foregoing. (4d) The Pledgor Parties shall reimburse the Pledgee on demand for the reasonable fees (including legal fees) and expenses incurred by the Pledgee in connection with the preparation, filing, publication, publication or recording or registration of any instruments, agreements, certificates and documents (including PPSA UCC financing statements and mortgages) pursuant to Section 3.7(3) 2.04(c), subject to the U.S.$75,000 $75,000 limitation set forth in Section 4(i) of the Restructuring Agreement. (5e) If any of the Pledgor Parties fails to perform any act required by this Security Agreement, the Pledgee may (in the name of any of the Pledgor Parties or otherwise) perform, or cause performance of, such act. The Pledgor Parties shall reimburse the Pledgee on demand for its reasonable fees (including legal fees) and expenses incurred by the Pledgee in connection therewith.