Exhibit 10.16
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GENERAL SECURITY AGREEMENT
by
WESTCON CANADA SYSTEMS (WCSI) INC., the Debtor
in favour of
GENERAL ELECTRIC CAPITAL CANADA INC.,
as Canadian Collateral Agent
DATED June 12, 2003
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THIS GENERAL SECURITY AGREEMENT (as amended, supplemented, restated or
otherwise modified from time to time, this "Security Agreement" or this
"Agreement") is made as of June 12, 2003 by WESTCON CANADA SYSTEMS (WCSI) INC.,
a Canada corporation, with its principal place of business at 0000 Xxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0 ("Debtor") in favour of GENERAL ELECTRIC
CAPITAL CANADA INC., a Canada corporation, with a place of business at 00 Xxxx
Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0, in its capacity as Canadian
Collateral Agent for the Canadian Lenders and for itself as Canadian Collateral
Agent (as defined in the Credit Agreement hereinafter defined) (together with
its successors in such capacity, the "Canadian Collateral Agent").
WITNESSETH
WHEREAS, Westcon Group, Inc., Westcon Group North America, Inc., the
Debtor, Canadian Collateral Agent, American Collateral Agent and Lenders, among
others, are parties to a Credit Agreement dated the date hereof (as amended,
supplemented, restated or otherwise modified from time to time, the "Credit
Agreement").
WHEREAS, Debtor is entering into this Security Agreement in order to
secure all of the Indebtedness (as hereinafter defined).
AGREEMENT
NOW, THEREFORE, in consideration of the premises above and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. All capitalized terms used hereinabove or in this Security
Agreement which are not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.
2. Security Interest.
(a) Debtor hereby grants to the Canadian Collateral Agent, for the benefit
of the Canadian Lenders and for its benefit as Canadian Collateral
Agent, a continuing security interest ("Security Interest") in all
right, title and interest of Debtor in all of its personal property,
including, without limitation, all of the following types of personal
property, in each instance wherever located and whether now owned or
hereafter acquired or existing, and in all Proceeds and products
thereof in any form:
(i) all of its Goods (including, without limitation, Inventory,
Equipment, fixtures (whether or not affixed to realty) and all
parts, additions, replacements, substitutions and accessions
thereto or therefor, in all supporting obligations thereof and in
all documents and other records therefor;
(ii) all of its Accounts, deposit accounts, documents, Instruments
(including, without limitation, promissory notes), investment
property, letter-of-credit
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rights, Letters Of Credit, cash, money, supporting obligations,
other obligations of any kind owing to Debtor, whether or not
arising out of or in connection with the sale or lease of goods
or the rendering of services, all books, invoices, documents and
other records in any form evidencing or relating to any of the
foregoing;
(iii) all of its Intangibles (including, without limitation, payment
intangibles and software);
(iv) all of its Intercompany Collateral (as hereinafter defined);
(v) all of its deeds, documents, writings, papers, books of account
and other books relating to or being records of Debts, Chattel
Paper or documents of title or by which such are or may hereafter
be secured, evidenced, acknowledged or made payable;
(vi) all present and future contracts, contract rights and insurance
claims;
(vii) all Intellectual Property;
(viii) all Money and Securities; and
(ix) all of its other property described in any schedule from time to
time delivered by Debtor to Canadian Collateral Agent;
and, to the extent not otherwise included, all payments under insurance or any
indemnity, warranty or guaranty with respect to any of the foregoing, in each
case to the extent such terms are defined under the Personal Property Security
Act (Ontario) ("PPSA"). All of the foregoing property of the Debtor shall be
collectively referred to herein as the "Collateral".
(b) Debtor hereby assigns to Canadian Collateral Agent, for the benefit of
the Canadian Lenders and for its benefit as Canadian Collateral Agent,
any and all of its security interest in any Goods (including, but not
limited to, Equipment, fixtures and Inventory); Accounts; Chattel
Paper; documents; Instruments; investment property; Intangibles;
Deposit Accounts and letter-of-credit rights, and in all Proceeds and
products thereof in any form, and any other collateral (collectively,
"Intercompany Collateral") securing the payment and performance by any
Borrower or any Subsidiary of Debtor or any Borrower (direct or
indirect) of their respective obligations, liabilities and
indebtedness of every kind, nature and description owing by any
Borrower or any Subsidiary of Debtor or any Borrower (direct or
indirect) to Debtor, however evidenced, whether as principal, surety,
endorser, guarantor or otherwise, whether now existing or hereafter
arising, whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or
unliquidated.
(c) Notwithstanding Section 2(a), Debtor's grant of security in trademarks
(as defined in the Trademarks Act (Canada)) under this Agreement shall
be limited to a grant by Debtor of a security interest in all of
Debtor's right, title and interest in such
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trademarks and shall not include an absolute assignment of title in
any such trademarks.
(d) The Security Interest granted hereby shall not extend or apply to, and
Collateral shall not include, the last day of the term of any lease or
agreement therefor, but upon the enforcement of the Security Interest,
Debtor shall stand possessed of such last day in trust to assign the
same to any person acquiring such term.
(e) If the Collateral is realized upon and the Security Interest in the
Collateral is not sufficient to satisfy all Indebtedness, Debtor
acknowledges and agrees that Debtor shall continue to be liable for
any Indebtedness remaining outstanding and Canadian Collateral Agent
shall be entitled to pursue full payment thereof.
3. Indebtedness Secured. The Security Interest secures payment of any and all
Indebtedness (as hereinafter defined) of Debtor to the Canadian Collateral
Agent, Canadian Lenders or Canadian L/C Issuer, or any of them. As used in
this Security Agreement, "Indebtedness" shall mean any and all obligations,
liabilities and indebtedness, and performance of all obligations and
agreements of Debtor to the Canadian Collateral Agent, Canadian Lenders and
Canadian L/C Issuer arising under the Credit Agreement or under the other
Loan Documents, whether now existing or hereafter incurred or arising, of
every kind and character, primary or secondary, direct or indirect,
absolute or contingent, and whether such indebtedness is from time to time
reduced and thereafter increased, or entirely extinguished and thereafter
reincurred, including, without limitation:
(a) all Canadian Advances;
(b) all obligations arising out of any Canadian Lender's reimbursement of
Canadian L/C Issuer for draws made under Canadian Letters of Credit
issued by Canadian L/C Issuer;
(c) all interest which accrues on any such indebtedness, until payment of
such indebtedness in full, including, without limitation, all interest
provided for under the Credit Agreement;
(d) all other monies payable by Debtor, and all obligations and agreements
of Debtor to any of the Canadian Lenders, Canadian Collateral Agent,
or Canadian L/C Issuer pursuant to any of the Loan Documents;
(e) all obligations arising with respect to Swap Agreements (exclusive of
any foreign exchange transactions or contracts);
(f) all monies due, and to become due, pursuant to Sections 7.3, 7.4. and
7.5 of the Credit Agreement;
(g) all monies payable as herein provided; and
(h) all liabilities (including amounts charged to Debtor pursuant hereto),
obligations, fees, charges, or costs (including, without limitation,
any fees or expenses that,
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but for the provisions of the Bankruptcy and Insolvency Act (Canada),
would have accrued), guaranties, covenants and duties owing by Debtor
to any of the Canadian Lenders, Canadian Collateral Agent, or Canadian
L/C Issuer of any kind and description pursuant to or evidenced by any
other Loan Document.
4. Representations and Warranties of Debtor. Debtor represents and warrants,
and, so long as this Security Agreement is in effect, shall be deemed
continuously to represent and warrant that:
(a) Debtor is the owner of the Collateral free of all security interests
or other encumbrances, except the Permitted Liens;
(b) Debtor is authorized to enter into this Security Agreement;
(c) any and all corporate names (including French versions thereof), trade
names, division names, assumed names or other names under which Debtor
transacts any part of the Business are specified in Schedule A hereto;
Debtor's chief executive office or principal place of business,
registered office according to its constating documents, domicile
(within the meaning of the Civil Code of Quebec), all warehouses and
premises where Collateral is stored or located are specified above or
in Schedule A hereto; Debtor's form and province or jurisdiction of
organization are specified in Schedule A hereto, and Debtor's records
concerning the Collateral are kept at one of the addresses specified
above;
(d) each Account, Intangible and Chattel Paper constituting Collateral is
genuine and enforceable in accordance with its terms against the party
obligated to pay such claim ("Account Debtor"); and no Account Debtor
has any defense, setoff, claim or counterclaim against Debtor which
can be asserted against any Canadian Lender or Canadian Collateral
Agent, whether in any proceeding to enforce the Collateral or
otherwise;
(e) the amounts represented from time to time by Debtor to Canadian
Collateral Agent as owing by each Account Debtor or by all Account
Debtors will be and are the correct amounts actually and
unconditionally owing by such Account Debtor or Debtors individually
and in the aggregate, except for normal cash discounts where
applicable;
(f) each Instrument and each document constituting Collateral is genuine
and in all respects what it purports to be;
(g) any Collateral which is a fixture is owned by Debtor or by the person
or persons named in the Credit Agreement is specifically described on
Schedule A hereto;
(h) any Collateral which is a deposit account, commodity account,
securities account or letter of credit is specifically described in
Schedule A hereto or in the Credit Agreement;
(i) any Collateral which is Inventory is located at one of the addresses
specified in Schedule A hereto; and
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(j) all Inventory purchased by Debtor is purchased free and clear of any
and all Liens and other adverse claims other than unpaid suppliers'
rights to repossess goods under Section 81.1 of the Bankruptcy and
Insolvency Act (Canada) and such suppliers' substantially similar
rights under the Civil Code of Quebec;
5. Covenants of Debtor. So long as this Security Agreement is in effect,
Debtor:
(a) will defend the Collateral against the claims and demands of all other
parties, including, without limitation, defenses, setoffs, claims and
counterclaims asserted by any Account Debtor against Debtor, any
Canadian Lender or Canadian Collateral Agent, except, as to Inventory,
purchasers and lessees in the ordinary course of the Business; will
keep the Collateral free from all security interests or other
encumbrances, except for Permitted Liens;
(b) will send to Canadian Collateral Agent financial statements and
reporting regarding the Collateral in accordance with the terms of the
Credit Agreement; will keep, in accordance with generally accepted
accounting principles consistently applied, accurate and complete
books and records, including, without limitation, records concerning
the Collateral; at Canadian Collateral Agent's request, will xxxx any
and all such books and records to indicate the Security Interest; will
permit Canadian Collateral Agent or its representatives or agents to
inspect the Collateral and to audit and make extracts from or copies
of such books and records and any of Debtor's ledgers, reports,
correspondence or other books and records; and will duly account to
Canadian Collateral Agent's satisfaction, at such time or times as
Canadian Collateral Agent may require, for any of the Collateral; with
respect to any accounting records which are situate in the province of
Quebec, will keep a duplicate copy of same at the office of Westcon
Group, Inc. at 000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx.
(c) will send to Canadian Collateral Agent upon demand, all documents and
all Chattel Paper (duly endorsed to Canadian Collateral Agent)
constituting, representing or relating to the Collateral or any part
thereof, and any schedules, invoices, shipping documents, delivery
receipts, purchase orders, contracts or other documents representing
or relating to the Collateral or any part thereof;
(d) will notify Canadian Collateral Agent promptly in writing of any
change in Debtor's chief executive office or principal place of
business, registered office according to its constating documents,
domicile (within the meaning of the Civil Code of Quebec) or any
warehouses or premises where Collateral is stored or located, any
change in the address at which records concerning the Collateral are
kept and any change in Debtor's name, identity or corporate or other
structure or form or jurisdiction of organization;
(e) will not, without Canadian Collateral Agent's written consent, make or
agree to make any alteration, modification or cancellation of, or
substitution for, or credits, adjustments or allowances on, Accounts,
Intangibles or Chattel Paper constituting Collateral; will send to
Canadian Collateral Agent, on request, all credit and other
information respecting the financial condition of any Account Debtor;
and will
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notify Canadian Collateral Agent promptly of any default by any
Account Debtor in payment or other performance of obligations with
respect to any Collateral;
(f) will keep the Collateral in good condition and repair; and will not
use the Collateral in violation of any provisions of this Security
Agreement, of any applicable statute, regulation or ordinance or of
any policy insuring the Collateral;
(g) will pay all taxes, assessments and other charges of every nature
which may be imposed, levied or assessed against Debtor or any of
Debtor's assets, prior to the date of attachment of any penalties or
liens with respect thereto (other than liens attaching prior to
payment becoming due, if payment is made when due);
(h) will insure the Collateral against risks, in coverage, form and
amount, and by insurer, in accordance with the provisions of the
Credit Agreement and otherwise satisfactory to Canadian Collateral
Agent, and will cause each policy to be payable to Canadian Collateral
Agent as a named insured or loss payee, as its interest may appear,
and deliver each policy or certificate of insurance, as the case may
be, to Canadian Collateral Agent;
(i) will prevent the Collateral or any part thereof from being or becoming
an accession to other goods not covered by this Security Agreement;
(j) in connection herewith, will authorize or otherwise execute and
deliver to Canadian Collateral Agent such financing statements,
assignments and other documents (including deeds of hypothec with
respect to collateral located in the Province of Quebec) and do such
other things relating to the Collateral and the Security Interest as
Canadian Collateral Agent may request, including, without limitation,
taking such steps as the Canadian Collateral Agent may reasonably
request for the Canadian Collateral Agent (i) to obtain an
acknowledgment, in form and substance reasonably satisfactory to the
Canadian Collateral Agent, of any bailee having possession of any of
the Collateral, stating that the bailee holds possession of such
Collateral on behalf of the Canadian Collateral Agent, (ii) to obtain
"control" of any investment property, deposit accounts or
letter-of-credit rights, with any agreements establishing control to
be in form and substance satisfactory to the Canadian Collateral Agent
and (iii) otherwise to ensure the continued perfection and priority of
the Canadian Collateral Agent's security interest in any of the
Collateral and of the preservation of its rights therein and pay all
costs of title searches and filing or publishing financing statements
(or applicable similar instruments), assignments and other documents
in all public offices requested by Canadian Collateral Agent; and pay
all costs of title searches and filing financing statements,
assignments and other documents in all public offices requested by
Canadian Collateral Agent; and will not, without the prior written
consent of Canadian Collateral Agent, file or authorize or permit to
be filed or published in any public office any financing statement (or
applicable similar instruments) naming Debtor as debtor and not naming
Canadian Collateral Agent as secured party, other than Permitted
Liens.
(k) will not place the Collateral in any warehouse which may issue a
negotiable document with respect thereto;
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(l) will not place the Collateral with any third party who has not
previously (i) acknowledged the Canadian Collateral Agent's security
interest in such Collateral and (ii) provided an authenticated record,
in form and substance satisfactory to Canadian Collateral Agent,
acknowledging that such third party holds possession of the collateral
for the benefit of the Canadian Collateral Agent;
(m) will cooperate with Canadian Collateral Agent in obtaining control of
collateral consisting of Deposit Accounts, investment property,
letter-of-credit rights or electronic Chattel Paper including, but not
limited to, entering into one or more control agreements or
assignments, as Canadian Collateral Agent may request;
(n) Debtor will not sell, lease, transfer or otherwise dispose of any of
the Collateral, or attempt or contract to do so except as permitted by
the Credit Agreement;
(o) in any suit, proceeding or action brought by Canadian Collateral Agent
or any Lender relating to any Collateral for any sum owing with
respect thereto or to enforce any rights or claims with respect
thereto, Debtor will save, indemnify and keep Canadian Collateral
Agent and Canadian Lenders harmless from and against all expense
(including reasonable legal fees and expenses), loss or damage
suffered by reason of any defence, set-off, counterclaim, recoupment
or reduction of liability whatsoever of the Account Debtor or other
Person obligated on the Collateral, arising out of a breach by Debtor
of any obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to, or in favour of, such
obligor or its successors from Debtor, except in the case of Canadian
Collateral Agent or any Canadian Lender, to the extent such expense,
loss, or damage is attributable solely to the gross negligence or
wilful misconduct of Canadian Collateral Agent or such Canadian Lender
as finally determined by a court of competent jurisdiction. All such
obligations of Debtor shall be and remain enforceable against and only
against Debtor and shall not be enforceable against Canadian
Collateral Agent or any Canadian Lender;
(p) Debtor will advise Canadian Collateral Agent promptly, in reasonable
detail, (i) of any Lien (other than Permitted Liens) or claim made or
asserted against any of the Collateral, and (ii) of the occurrence of
any other event which would have a material adverse effect on the
aggregate value of the Collateral or on the Liens created hereunder or
under any other Loan Document; and
(q) Without limiting any of Debtor's other obligations under any other
Loan Document, and for greater certainty, Debtor agrees to pay and
remit to the Canada Customs and Revenue Agency and any other
applicable Governmental Authority when due all Canadian withholding
taxes exigible in respect of any transfers from the Blocked Accounts
(or any other accounts pledged in favour of the Canadian Collateral
Agent) to any Canadian Collection Account. Upon request from Canadian
Collateral Agent, Debtor shall provide to Canadian Collateral Agent
the original or a certified copy of a receipt evidencing such payment
or, if such taxes are not exigible on any such transfer, a reasonably
detailed explanation (with reference to the type of intercompany
transaction to which the transfer/payment relates) therefor.
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6. Verification of Collateral. To the extent not inconsistent with the Credit
Agreement, Canadian Collateral Agent shall have the right to verify all or
any Collateral in any manner and through any medium Canadian Collateral
Agent may consider appropriate, and Debtor agrees to furnish all assistance
and information and perform any acts which Canadian Collateral Agent may
require in connection therewith and to pay all of Canadian Collateral
Agent's costs therefor.
7. Notification and Payments. After the occurrence of an Event of Default,
Canadian Collateral Agent may (i) notify all or any Account Debtors of the
Security Interest and may also direct such Account Debtors to make all
payments on Collateral to Canadian Collateral Agent; and (ii) enforce
obligations of an Account Debtor or other person obligated on Collateral
and exercise the rights of the Debtor with respect to the obligation of the
Account Debtor, and with respect to property that secures the obligation of
an Account Debtor or other persons obligated on the Collateral. All
payments on and from Collateral received by Canadian Collateral Agent
directly or from Debtor shall be applied to the Indebtedness in such order
and manner as specified in the Credit Agreement or as Canadian Collateral
Agent may otherwise determine. Any payments on and from the Collateral
received by Debtor:
(i) shall be held by Debtor in trust for Canadian Collateral Agent in
the same medium in which received;
(ii) shall not be commingled with any assets of Debtor; and
(iii) shall be delivered to Canadian Collateral Agent in the form
received, properly endorsed to permit collection, not later than
the next business day following the day of their receipt; and
Debtor shall comply with such demand. Debtor shall also promptly
notify Canadian Collateral Agent of the return to or repossession
by Debtor of Goods underlying any Collateral, and Debtor shall
hold the same in trust for Canadian Collateral Agent and shall
dispose of the same as Canadian Collateral Agent directs.
8. Registered Holder of Collateral. If any Collateral consists of investment
securities, Debtor authorizes Canadian Collateral Agent to transfer the
same or any part thereof into its own name or that of its nominee so that
Canadian Collateral Agent or its nominee may appear of record as the sole
owner thereof; provided, that so long as no Event of Default has occurred,
Canadian Collateral Agent shall send promptly to Debtor all notices,
statements or other communications received by it or its nominee as such
registered owner, and upon demand and receipt of payment of necessary
expenses thereof, shall give to Debtor or its designee a proxy or proxies
to vote and take all action with respect to such securities. After the
occurrence of any Event of Default, Debtor waives all rights to be advised
of or to receive any notices, statements or communications received by
Canadian Collateral Agent or its nominee as such record owner, and agrees
that no proxy or proxies given by Canadian Collateral Agent to Debtor or
its designee as aforesaid shall thereafter be effective.
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9. Income from and Interest on Collateral Consisting of Instruments.
(a) Until the occurrence of an Incipient Default or Event of Default,
Debtor shall be entitled to receive all income and principal from or
interest on the Collateral consisting of Instruments, and if Canadian
Collateral Agent receives any such income, principal or interest prior
to such Event of Default, Canadian Collateral Agent shall pay the same
promptly to Debtor.
(b) Upon the occurrence of an Incipient Default or Event of Default,
Debtor will not demand or receive any income or principal from or
interest on such Collateral, and if Debtor receives any such income,
principal or interest without any demand by it, same shall be held by
Debtor in trust for Canadian Collateral Agent in the same medium in
which received, shall not be commingled with any assets of Debtor and
shall be delivered to Canadian Collateral Agent in the form received,
properly endorsed to permit collection, not later than the next
business day following the day of its receipt. Canadian Collateral
Agent may apply the net cash receipts from such income, principal or
interest to payment of any of the Indebtedness in accordance with the
Credit Agreement or as Canadian Collateral Agent may otherwise
determine, provided that Canadian Collateral Agent shall account for
and pay over to Debtor any such income, principal or interest
remaining after payment in full of the Indebtedness.
10. Increases, Profits, Payments or Distributions.
(a) Whether or not an Event of Default has occurred, Debtor authorizes
Canadian Collateral Agent:
(i) to receive any increase in or value from the Collateral
(including, without limitation, any stock issued as a result of
any stock split or dividend, any capital distributions and the
like), and to hold the same as part of the Collateral; and
(ii) to receive any payment or distribution on the Collateral upon
redemption by, or dissolution and liquidation of, the issuer; to
surrender such Collateral or any part thereof in exchange
therefor; and to hold the net cash receipts from any such payment
or distribution as part of the Collateral.
(b) If Debtor receives any such increase, profits, payments or
distributions, Debtor will receive and deliver same promptly to
Canadian Collateral Agent on the same terms and conditions set
forth in paragraph 9(b) hereof respecting income or interest, to
be held by Canadian Collateral Agent as part of the Collateral.
11. Events of Default and Remedies.
(a) Any of the following events or conditions shall constitute an event of
default hereunder ("Event of Default"):
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(i) default by Debtor in the performance of any obligation, term or
condition of this Security Agreement, or
(ii) an Incipient Default or Event of Default under the Credit
Agreement.
(b) Canadian Collateral Agent's rights and remedies with respect to the
Collateral shall be those of a Secured Party under the PPSA and under
any other applicable law, as each of the same may from time to time be
in effect, in addition to those rights granted herein and in any other
agreement now or hereafter in effect between Debtor and Canadian
Collateral Agent or any Canadian Lender. In accordance with the Credit
Agreement, Canadian Collateral Agent has been appointed by Canadian
Lenders to exercise such rights. Upon the existence or occurrence of
an Event of Default, Canadian Collateral Agent may require Debtor to
assemble the Collateral and make it available to Canadian Collateral
Agent at a place or places designated by Canadian Collateral Agent,
and Canadian Collateral Agent may use and operate the Collateral,
render the Collateral unusable or dispose of the Collateral in a
commercially reasonable manner.
(c) Upon the occurrence of and during the continuance of any Event of
Default, Canadian Collateral Agent may appoint or reappoint by
instrument in writing, any Person or Persons, whether an officer or
officers or an employee or employees of Canadian Collateral Agent or
not, to be an interim receiver, receiver or receivers (hereinafter
called a "Receiver", which term when used herein shall include a
receiver and manager) of Collateral (including any interest, income or
profits therefrom) and may remove any Receiver so appointed and
appoint another in his/her/its stead. Any such Receiver shall, so far
as concerns responsibility for his/her/its acts, be deemed the agent
of Debtor and not Canadian Collateral Agent or any of Canadian
Lenders, and neither Canadian Collateral Agent nor any of Canadian
Lenders shall be in any way responsible for any misconduct, negligence
or non-feasance on the part of any such Receiver or his/her/its
servants, agents or employees. Subject to the provisions of the
instrument appointing him/her/it, any such Receiver shall have power
to take possession of Collateral, to preserve Collateral or its value,
to carry on or concur in carrying on all or any part of the business
of Debtor and to sell, lease, licence or otherwise dispose of or
concur in selling, leasing, licensing or otherwise disposing of
Collateral. To facilitate the foregoing powers, any such Receiver may,
to the exclusion of all others, including Debtor, enter upon, use and
occupy all premises owned or occupied by Debtor wherein Collateral may
be situate, maintain Collateral upon such premises, borrow money on a
secured or unsecured basis and use Collateral directly in carrying on
Debtor's business or as security for loans or advances to enable the
Receiver to carry on Debtor's business or otherwise, as such Receiver
shall, in its discretion, determine. Except as may be otherwise
directed by Canadian Collateral Agent, all Money received from time to
time by such Receiver in carrying out his/her/its appointment shall be
received in trust for and be paid over to Canadian Collateral Agent.
Every such Receiver may, in the discretion of Canadian Collateral
Agent, be vested with all or any of the rights and powers of Canadian
Collateral Agent.
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(d) Upon and during the continuance of any Event of Default, Canadian
Collateral Agent may, either directly or through its agents or
nominees, exercise any or all of the powers and rights given to a
Receiver by virtue of Section 11(c).
(e) Upon the occurrence and during the continuance of an Event of Default,
Canadian Collateral Agent may take possession of, collect, demand, xxx
on, enforce, recover and receive Collateral and give valid and binding
receipts and discharges therefor and in respect thereof and Canadian
Collateral Agent also may sell, licence, lease or otherwise dispose of
Collateral in such manner, at such time or times and place or places,
for such consideration and upon such terms and conditions as to
Canadian Collateral Agent may seem reasonable and in compliance with
applicable law.
(f) Debtor acknowledges that, after and during the continuance of an Event
of Default, Canadian Collateral Agent or any Receiver appointed by it
may take possession of Collateral wherever it may be located and by
any method permitted by law and Debtor agrees upon request from
Canadian Collateral Agent or any such Receiver to assemble and deliver
possession of Collateral at such place or places as directed.
(g) For the purpose of enabling Canadian Collateral Agent to exercise
rights and remedies under Section 11 hereof (including, without
limiting the terms of Section 11 hereof, in order to take possession
of, hold, preserve, process, assemble, prepare for sale, market for
sale, sell or otherwise dispose of Collateral) at such time as
Canadian Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, and for no other purpose, Debtor hereby grants to
Canadian Collateral Agent, for the benefit of itself as Canadian
Collateral Agent and Canadian Lenders, an irrevocable, non-exclusive
licence (exercisable without payment of royalty or other compensation
to Debtor) to use, licence or sublicence any Intellectual Property now
owned or hereafter acquired by Debtor, and wherever the same may be
located, and including in such licence access to all media in which
any of the licenced items may be recorded or stored and to all
computer software and programs used for the compilation or printout
thereof.
(h) Neither Canadian Collateral Agent nor any Canadian Lender shall have
any duties with respect to the Collateral other than the duty to use
reasonable care if the Collateral is in its possession. In accordance
with the PPSA, Canadian Collateral Agent shall be deemed to have used
reasonable care if it observes substantially the same standard of care
with respect to the custody or preservation of the Collateral as it
observes with respect to similar assets owned by Canadian Collateral
Agent. Without limiting the generality of the foregoing, neither the
Canadian Agent nor any Canadian Lender shall be under any obligation
to take any steps to preserve rights in the Collateral against any
other parties, to sell the same if it threatens to decline in value,
or to exercise any rights represented thereby (including rights with
respect to calls, conversions, exchanges, maturities or tenders);
provided, however, that Canadian Collateral Agent may, at its option,
after the occurrence of an Event of Default, do so, and any and all
expenses incurred in connection therewith shall be for the account of
Debtor. The Canadian Agent and Canadian Lenders shall not be
responsible to Debtor for loss or
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damage resulting from Canadian Agent or any Canadian Lender's failure
to enforce or collect any such Collateral or to collect any moneys due
or to become due thereunder. Debtor waives protest of any Instrument
constituting Collateral at any time held by Canadian Agent or any
Canadian Lender on which Debtor is in any way liable and waives notice
of any other action taken by Canadian Agent or any Canadian Lender.
(i) To the maximum extent permitted by applicable law, Debtor waives all
claims, damages and demands against Canadian Collateral Agent or any
Canadian Lender or any Receiver appointed by Canadian Collateral Agent
arising out of the repossession, retention or sale of the Collateral
except such as arise solely out of the gross negligence or wilful
misconduct of Canadian Collateral Agent or any Canadian Lender or any
Receiver appointed by Canadian Collateral Agent as finally determined
by a court of competent jurisdiction.
(j) To the extent that applicable law imposes duties on Canadian
Collateral Agent to exercise remedies in a commercially reasonable
manner, Debtor acknowledges and agrees that it is not commercially
unreasonable for Canadian Collateral Agent (i) to fail to incur
expenses reasonably deemed significant by Canadian Collateral Agent to
prepare the Collateral for disposition or otherwise to complete raw
material or work in process into finished goods or other finished
products for disposition, (ii) to fail to obtain third party consents
for access to the Collateral to be disposed of, or to obtain or, if
not required by other law, to fail to obtain governmental or third
party consents for the collection or disposition of the Collateral to
be collected or disposed of, (iii) to fail to exercise collection
remedies against Account Debtors or other Persons obligated on the
Collateral or to remove Liens on or any adverse claims against the
Collateral, (iv) to exercise collection remedies against Account
Debtors and other Persons obligated on the Collateral directly or
through the use of collection agencies and other collection
specialists, (v) to advertise dispositions of the Collateral through
publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons,
whether or not in the same business of Debtor, for expressions of
interest in acquiring all or any portion of such Collateral, (vii) to
hire one or more professional auctioneers to assist in the disposition
of the Collateral, whether or not the Collateral is of a specialized
nature, (viii) to dispose of the Collateral by utilizing internet
sites that provide for the auction of assets of the types included in
the Collateral or that have the reasonable capacity of doing so, or
that match buyers and sellers of assets, (ix) to dispose of assets in
wholesale rather than retail markets, (x) to disclaim disposition
warranties, such as title, possession or quiet enjoyment, (xi) to
purchase insurance or credit enhancements to insure Canadian
Collateral Agent and Canadian Lenders against risks of loss,
collection or disposition of the Collateral or to provide to Canadian
Collateral Agent and Canadian Lenders a guaranteed return from the
collection or disposition of the Collateral, (xii) to the extent
deemed appropriate by Canadian Collateral Agent, to obtain the
services of other brokers, investment bankers, consultants and other
professionals to assist Canadian Collateral Agent in the collection or
disposition of any of the Collateral, or (xiii) to comply with any
applicable law requirements in connection with a
- 14 -
disposition of the Collateral. Debtor acknowledges that the purpose of
this Section 11 is to provide non-exhaustive indications of what
actions or omissions by Canadian Collateral Agent would not be
commercially unreasonable in the Canadian Collateral Agent's exercise
of remedies against the Collateral and that other actions or omissions
by Canadian Collateral Agent shall not be deemed commercially
unreasonable solely on account of not being indicated in this Section
11. Without limitation upon the foregoing, nothing contained in this
Section 11 shall be construed to grant any rights to Debtor or to
impose duties on Canadian Collateral Agent that would not have been
granted or imposed by this Agreement or by applicable law in the
absence of this Section 11.
(k) The Canadian Collateral Agent will give Debtor such notice, if any, of
the date, time and place of any public sale or of the date after which
any private disposition of Collateral is to be made as may be required
by the PPSA.
(l) Without in any way requiring notice to be given in the following time
and manner, Debtor agrees that any notice by Canadian Collateral Agent
of sale, disposition or other intended action hereunder or in
connection herewith, whether required by the PPSA or otherwise, shall
constitute reasonable notice to Debtor if such notice is mailed by
regular or certified mail, postage prepaid, at least fifteen (15) days
prior to such action, to Debtor's address or addresses specified above
or to any other address which Debtor has specified in writing to
Canadian Collateral Agent as the address to which notices hereunder
shall be given to Debtor.
(m) If Canadian Collateral Agent sells any of the Collateral on credit,
Debtor will be credited only with payments actually made by the
purchaser in cash, received by Canadian Collateral Agent in cash and
applied to the Indebtedness. If the purchaser fails to pay for the
Collateral, Canadian Collateral Agent may resell the Collateral.
(n) Debtor agrees to pay on demand all costs and expenses (including
attorneys' fees and legal expenses and Receiver remuneration) incurred
by Canadian Collateral Agent and any Canadian Lender or Receiver in
enforcing this Security Agreement, in realizing upon or protecting any
Collateral and in enforcing and collecting any Indebtedness or any
guarantee thereof, including, without limitation, if any Canadian
Collateral Agent or any Canadian Lender retain counsel for advice,
suit, appeal, insolvency or other proceedings under the Bankruptcy and
Insolvency Act (Canada), Company Creditors' Arrangement Act(Canada) or
otherwise, or for any of the above purposes, the attorneys' fees and
expenses and Receiver remuneration incurred by Canadian Collateral
Agent and Canadian Lenders. Payment of all costs and expenses
hereunder is secured by the Collateral.
12. Miscellaneous.
(a) Debtor hereby authorizes Canadian Collateral Agent, at Debtor's
expense, to file such financing statement or statements or other
applicable notice filings relating to the Collateral without Debtor's
signature thereon as Canadian Collateral Agent at its option may deem
appropriate, and appoints Canadian Collateral Agent as
- 15 -
Debtor's attorney-in-fact (without requiring Canadian Collateral
Agent) to execute any such financing statement or statements in
Debtor's name and to perform all other acts which Canadian Collateral
Agent deems appropriate to perfect and continue the Security Interest
and to protect, preserve and realize upon the Collateral.
(b) Canadian Collateral Agent may demand, collect and xxx on any of the
Accounts, Chattel Paper, Instruments and Intangibles (in either
Debtor's or Canadian Collateral Agent's name at the latter's option);
may enforce, compromise, settle or discharge such Collateral without
discharging the Indebtedness or any part thereof; and may endorse
Debtor's name on any and all cheques, commercial paper, and any other
Instruments pertaining to or constituting Collateral.
(c) (i) As further security for payment of the Indebtedness, Debtor hereby
grants to Canadian Collateral Agent for the ratable benefit of the
Canadian Lenders, a Security Interest in and lien on any and all
property of Debtor which is or may hereafter be in the possession or
control of Canadian Collateral Agent, or any Canadian Lender in any
capacity or of any third party acting on its behalf, including,
without limitation, all deposit and other accounts and all moneys owed
or to be owed by Canadian Collateral Agent, or any Canadian Lender to
Debtor; and with respect to all of such property, Canadian Collateral
Agent, and the Canadian Lenders shall have the same rights hereunder
as they have with respect to the Collateral; and
(ii) without limiting any other right of Canadian Collateral Agent or
any Canadian Lender, whenever Canadian Collateral Agent, or any
Canadian Lender has the right to declare any Indebtedness of
Debtor immediately due and payable (whether or not it has so
declared), Canadian Collateral Agent, or any Canadian Lender may
set off against such Indebtedness any and all moneys then or
thereafter owed to Debtor by Canadian Collateral Agent or such
Canadian Lender in any capacity, whether or not the Indebtedness
or the obligation to pay such moneys owed by Canadian Collateral
Agent, or such Canadian Lender is then due, and Canadian
Collateral Agent, or such Canadian Lender shall be deemed to have
exercised such right of set off immediately at the time of such
election even though any charge therefor is made or entered on
Canadian Collateral Agent's or such Lender's records subsequent
thereto.
(d) Upon Debtor's failure to perform any of its duties hereunder, Canadian
Collateral Agent may, but shall not be obligated to, perform any or
all such duties, including, without limitation, payment of taxes,
assessments, insurance and other charges and expenses as herein
provided, and Debtor shall pay upon demand by Canadian Collateral
Agent an amount equal to the cost thereof to Canadian Collateral
Agent. Payment of all moneys hereunder shall be secured by the
Collateral.
(e) No course of dealing between Debtor and Canadian Collateral Agent or
any Lender and no delay or omission by Canadian Collateral Agent or
any Canadian Lender in exercising any right or remedy hereunder or
with respect to any
- 16 -
Indebtedness shall operate as a waiver thereof or of any other right
or remedy, and no single or partial exercise thereof shall preclude
any other or further exercise thereof or the exercise of any other
right or remedy. Canadian Collateral Agent may remedy any default by
Debtor hereunder or with respect to any Indebtedness in any reasonable
manner without waiving the default remedied and without waiving any
other prior or subsequent default by Debtor. All rights and remedies
of the Canadian Collateral Agent and the Canadian Lenders hereunder
are cumulative and may be exercised simultaneously.
(f) Debtor authorizes Canadian Collateral Agent, without notice or demand
and without affecting Debtor's obligations hereunder, from time to
time:
(i) to exchange, enforce or release any collateral or any part
thereof (other than the Collateral) taken from any party for
payment of the Indebtedness or any part thereof;
(ii) to release, substitute or modify any obligation of any endorser,
guarantor or other party in any way obligated to pay the
Indebtedness or any part thereof, or any party who has given any
security, mortgage or other interest in any other collateral as
security for the payment of the Indebtedness or any part thereof;
(iii) upon the occurrence of any Event of Default as hereinabove
provided, to direct the order or manner of disposition of the
Collateral and any and all other collateral and the enforcement
of any and all endorsements, guarantees and other obligations
relating to the Indebtedness or any part thereof, as Canadian
Collateral Agent, in its discretion, or upon direction of the
Canadian Lenders in accordance with the terms of the Credit
Agreement, may determine; and
(iv) to determine in accordance with the terms of the Credit Agreement
how, when and what application of payments and credits, if any,
shall be made on the Indebtedness or any part thereof.
(g) All notices or demands by any party hereto or to the other party and
relating to this Security Agreement shall be sent in accordance with
the terms of Section 13.13 of the Credit Agreement.
(h) The rights and benefits of the Canadian Collateral Agent and Canadian
Lenders hereunder shall, if such Canadian Collateral Agent or Canadian
Lender so directs, enure to any party acquiring any interest in the
Indebtedness or any part thereof in accordance with the Credit
Agreement. Debtor may not assign this Security Agreement nor delegate
any of its duties hereunder without Canadian Collateral Agent's prior
written consent and any prohibited assignment shall be absolutely
void.
(i) Canadian Collateral Agent and Canadian Lenders as used herein shall
include the respective successors or assigns of those parties.
- 17 -
(j) No modification, rescission, waiver, release or amendment of any
provision of this Security Agreement shall be made, except by a
written agreement subscribed or otherwise authenticated by Debtor and
by a duly authorized officer of Canadian Collateral Agent.
(k) This Security Agreement and the transactions evidenced hereby shall be
construed under and governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
(l) The Canadian Collateral Agent may, at its option, (a) cure any default
by Debtor under any agreement with a third party that affects the
Collateral, its value or the ability of the Canadian Collateral Agent
to collect, sell or otherwise dispose of the Collateral or the rights
and remedies of Canadian Collateral Agent or any Canadian Lender
therein or the ability of Debtor to perform its obligations hereunder,
or under the Credit Agreement or under any of the other Loan
Documents, (b) pay or bond on appeal any judgment entered against
Debtor, (c) discharge taxes, liens, security interests or other
encumbrances at any time levied on or existing with respect to the
Collateral and pay any amount, incur any expense or perform any act
which, in the Canadian Collateral Agent's judgment, is necessary or
appropriate to preserve, protect, insure or maintain the Collateral
and the rights of the Canadian Collateral Agent and Canadian Lenders
with respect thereto. The Canadian Collateral Agent may add any
amounts so expended to the Indebtedness. The Canadian Collateral Agent
and Canadian Lenders shall be under no obligation to effect such cure,
payment or bonding and shall not, by doing so, be deemed to have
assumed any obligation or liability of Debtor. Any payment made or
other action taken by Canadian Collateral Agent or any Canadian Lender
under this paragraph shall be without prejudice to any right to assert
an Event of Default hereunder and to proceed accordingly.
(m) Debtor hereby irrevocably designates and appoints the Canadian
Collateral Agent (and all persons designated by Canadian Collateral
Agent) as Debtor's true and lawful attorney-in-fact, and authorizes
the Canadian Collateral Agent, in Debtor's, or the Canadian Collateral
Agent's name, to: (a) at any time an Event of Default or Incipient
Default exists or has occurred and is continuing (i) demand payment on
Receivables or other Collateral, (ii) enforce payment of Receivables
by legal proceedings or otherwise, (iii) exercise all of Debtor's
rights and remedies to collect any Receivable or other Collateral,
(iv) sell or assign any Receivable upon such terms, for such amount
and at such time or times as the Canadian Collateral Agent deems
advisable, (v) settle, adjust, compromise, extend or renew any
Receivable, (vi) discharge and release any Receivable, (vii) prepare,
file and sign Debtor's name on any proof of claim in bankruptcy or
other similar document against an Account Debtor or other obligor in
respect of any Receivables or other Collateral, (viii) notify the post
office authorities to change the address for delivery of remittances
from Receivable debtors or other obligors in respect of Receivables or
other proceeds of Collateral to an address designated by the Canadian
Collateral Agent, and open and dispose of all mail addressed to Debtor
or its agents and handle and store all mail relating to the
Collateral; and (ix) do all acts and things which are necessary, in
the Canadian Collateral Agent's
- 18 -
determination, to fulfil Debtor's obligations under this Security
Agreement and the other Loan Documents and (b) to (i) take control in
any manner of any item of payment in respect of Receivables or
constituting Collateral or otherwise received in or for deposit for
Receivables, (ii) have access to any lockbox or postal box into which
remittances from Receivable debtors or other obligors in respect of
Receivables or other proceeds of Collateral are sent or received,
(iii) endorse Debtor's name upon any items of payment in respect of
Receivables or constituting Collateral or otherwise received by
Canadian Collateral Agent or and any Canadian Lender and deposit the
same in the Canadian Collateral Agent's account for application to the
Indebtedness, and (c) at any time to (i) endorse Debtor's name upon
any of the following that may then be in the possession or control of
the Canadian Collateral Agent (or its affiliates) or any Lender:
chattel paper, document, instrument, invoice, or similar document or
agreement relating to any Receivable or any goods pertaining thereto
or any other Collateral, including any warehouse or other receipts, or
bills of lading and other negotiable or non-negotiable documents, (ii)
clear Inventory the purchase of which was financed with a letter of
credit through Canada Customs and Revenue Agency or foreign export
control authorities in Debtor's name, Canadian Collateral Agent's name
or the name of the Canadian Collateral Agent's designee, and to sign
and deliver to customs officials powers of attorney in Debtor's name
for such purpose, and to complete in Debtor's or the Canadian
Collateral Agent's name, any order, sale or transaction, obtain the
necessary documents in connection therewith and collect the proceeds
thereof, and (iii) sign Debtor's name on any verification of
Receivables and notices thereof to Receivable debtors or any secondary
obligors or other obligors in respect thereof. Debtor hereby releases
the Canadian Collateral Agent, Canadian Lenders and their respective
officers, employees and designees from any liabilities arising from
any act or acts under this power of attorney and in furtherance
thereof, whether of omission or commission, except as a result of
Canadian Collateral Agent's or any Canadian Lender's own gross
negligence or wilful misconduct as determined pursuant to a final
non-appealable order of a court of competent jurisdiction. The agency
hereby created is unconditional and shall not terminate until all of
the Indebtedness is paid in full and until all commitments by Canadian
Lenders to Debtor have expired or been terminated.
(n) EACH PARTY AGREES THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING
OUT OF THIS SECURITY AGREEMENT MAY BE COMMENCED IN THE COURTS OF THE
PROVINCE OF ONTARIO. EACH PARTY WAIVES PERSONAL SERVICE OF PROCESS AND
AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL
JURISDICTION IF SERVED BY REGISTERED OR CERTIFIED MAIL TO THE
RESPECTIVE PARTY AT ITS ADDRESS SET FORTH AT THE BEGINNING OF THIS
SECURITY AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF ONTARIO OR
CANADA.
- 19 -
(o) This Security Agreement is and is intended to be a continuing Security
Agreement and shall remain in full force and effect until all of the
Indebtedness outstanding, or contracted or committed for (whether or
not outstanding), and any extensions or renewals thereof, together
with interest accruing thereon, shall be finally and irrevocably paid
in full in cash and all commitments to extend credit have been
terminated. If, after receipt of any payment of all or any part of the
Indebtedness, Canadian Collateral Agent or any Canadian Lender is for
any reason compelled to surrender such payment to any person or
entity, because such payment is determined to be void or voidable as a
preference, impermissible set off, or a diversion of trust funds, or
for any other reason, this Agreement shall continue in full force
notwithstanding any contrary action which may have been taken by
Canadian Collateral Agent or any Canadian Lender in reliance upon such
payment, and any such contrary action so taken shall be without
prejudice to any Canadian Collateral Agent's and any Canadian Lender's
rights under this Agreement and shall be deemed to have been
conditioned upon such payment having become final and irrevocable.
(p) The Security Interest created hereby is intended to attach when this
Agreement is signed by Debtor and delivered to Canadian Collateral
Agent.
(q) To the extent that any representation, covenant or other provision
contained in this Security Agreement is at any time inconsistent with
or covers substantially the same subject matter as any term,
condition, representation, covenant or other provision contained in
the Credit Agreement, the relevant representation, covenant or other
provision of the Credit Agreement shall prevail over and shall
override those contained in this Security Agreement the extent of such
conflict or inconsistency, provided, however, the fact that one
agreement addresses a subject matter that is not addressed in the
other agreement shall not be deemed to be a conflict or inconsistency.
(r) Debtor acknowledges and agrees that, in the event it amalgamates with
any other company or companies, it is the intention of the parties
hereto that the term "Debtor", when used herein, shall apply to each
of the amalgamating companies and to the amalgamated company, such
that the Security Interest granted hereby:
(1) shall extend to "Collateral" (as that term is herein defined)
owned by each of the amalgamating companies and the amalgamated
company at the time of amalgamation and to any "Collateral"
thereafter owned or acquired by the amalgamated company, and
(2) shall secure all "Indebtedness" (as that term is herein defined)
of each of the amalgamating companies and the amalgamated company
to Canadian Collateral Agent and Canadian Lenders at the time of
amalgamation and all "Indebtedness" of the amalgamated company to
Canadian Collateral Agent and Canadian Lenders thereafter
arising. The Security Interest shall attach to all "Collateral"
owned by each company amalgamating with Debtor, and by the
amalgamated company, at the time of the amalgamation, and shall
attach to all "Collateral" thereafter owned or
- 20 -
acquired by the amalgamated company when such becomes owned or is
acquired.
WESTCON CANADA SYSTEMS (WCSI) INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Secretary
By: /s/ Xxxx Xxxx
--------------------------------------------
Name: Xxxx Xxxx
Title: Assistant Secretary
GENERAL ELECTRIC CAPITAL CANADA INC., as Canadian
Collateral Agent
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SCHEDULE A
1. Debtor's chief executive office or principal place of business, registered
office according to its constating documents, domicile (within the meaning
of the Civil Code of Quebec), all warehouses and premises where Collateral
is stored or located (4c):
0000-0000 00xx Xxxxxx, Xxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0
000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx
2. Other encumbrances, if any ( 4a, 5a):
None other than Permitted Liens as set forth in the Credit
Agreement.
3. Other names under which Debtor transacts business ( 4c):
WESTCON CANADA SYSTEMS (WCSI) INC.
LES SYSTEMS WESTCON CANADA (WCSI) INC.
4. Debtor's form of organization ( 4c): Corporation
5. Debtor's Province or jurisdiction of organization ( 4c).
6. (a) Fixtures affixed to real property (4g):
(b) Owner(s) of such real property (4g):
(c) Mortgage(s) on real property (4g):
7. Collateral consisting of Deposit Accounts, Commodity Accounts, Securities
Accounts, or letters of credit (4h):
(a) Name and address of depositary bank, securities intermediary,
commodities intermediary or letter of credit issuer, as applicable.
Account Type Account # Contact Telephone Bank Name
--------------------------------------------------------------------------------------------------
Main Deposit 071075283001 Xxxx Xxxxxxx 000-000-0000 HSBC Bank Canada
Main Chequing 071075283003 0000 Xxxx. Xx-Xxxx
Xxxx Xxxxxxx 071075283004 Xxxxx 000
Xxxxxxxx Xxxxxxx 000000000000 Xxxxx-Xxxxxx, Xxxxxx
XX Deposit/ 071075283070 H9R 5P1
Disbursement
8. Inventory locations (4(i)):
0000-0000 00xx Xxxxxx, Xxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0
- 2 -
0000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0
9. Additional schedules describing Collateral, if any, follow hereafter (2).
(a) Tort Claims: None
10. Location outside of Quebec of duplicate copy of accounting records in
electronic form with respect to books and records situate in the province
of Quebec (5(b)).
000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx
