Common use of Attachment, Perfection, Possession and Control Clause in Contracts

Attachment, Perfection, Possession and Control. (a) The Corporation acknowledges that (i) value has been given, (ii) it has rights in the Collateral or the power to transfer rights in the Collateral to the Agent (other than after-acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the Security Interest, and (iv) it has received a copy of this Security Agreement. (b) The Corporation shall promptly inform the Agent in writing of the acquisition by the Corporation of any personal property which is not adequately described in this Security Agreement, and the Corporation shall execute and deliver, from time to time, at its own expense, amendments to this Security Agreement and its schedules or additional security agreements or schedules as may be required by the Agent in order to preserve, protect and perfect its Security Interest in such personal property. (c) If the Corporation acquires Collateral consisting of chattel paper, instruments or negotiable documents of title (collectively, “Negotiable Collateral”), the Corporation shall, immediately upon receipt thereof, deliver to the Agent the Negotiable Collateral and shall, at the request of the Agent (i) endorse the same for transfer in blank or as the Agent may direct, (ii) cause any transfer to be registered wherever, in the opinion of the Agent, such registration may be required or advisable, and (iii) deliver to the Agent any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral. (d) If the Corporation has or hereafter acquires Collateral consisting of certificated securities it shall immediately deliver to the Agent any and all certificates representing such Collateral (the “Pledged Certificated Securities”) and other materials (including effective endorsements) as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all Pledged Certificated Securities in the manner provided under Section 23 of the STA, and at the request of the Agent, will cause all Pledged Certificated Securities to be registered in the name of the Agent or as it may direct. (e) If the Corporation has or hereafter acquires Collateral consisting of uncertificated securities it shall deliver to the Agent any and all such documents, agreements and other materials as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Collateral in the manner provided under Section 24 of the STA. (f) If the Corporation has or hereafter acquires Collateral consisting of security entitlements or creates Collateral consisting of one or more securities accounts it shall deliver to the Agent any and all such documents, agreements and other materials as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Collateral in the manner provided under Section 25 and 26 of the STA and Section 1(2)(e) of the PPSA. (g) If the Corporation has or hereafter acquires Collateral consisting of an interest in a partnership or limited liability company, it shall take all steps necessary in the opinion of the Agent, to ensure that such property is and remains a security for the purposes of the STA. (h) The Corporation shall not cause or permit any person other than the Agent to have control (as defined in the STA) of any investment property constituting part of the Collateral, other than control in favour of a depositary bank or securities intermediary which has subordinated its lien to the lien of the Agent pursuant to documentation in form and substance satisfactory to the Agent.

Attachment, Perfection, Possession and Control. (a) The Corporation acknowledges Obligors and the Agent acknowledge that (i) value has been given, (ii) it has the Obligors have rights in the Collateral (other than after-acquired Collateral) or the power to transfer rights in the Collateral to the Agent (other than after-acquired Collateral), and (iii) it has the parties have not agreed to postpone the time of for attachment of for the Security Interest, and (iv) it has received a copy of this Security Agreement. (b) The Corporation Obligors shall promptly inform notify the Agent in writing of the acquisition by the Corporation Obligors of any personal material property which is not adequately described in this Security Agreementsecurity agreement, and the Corporation Obligors shall execute and deliver, from time to time, at its own expense, amendments to this Security Agreement security agreement and its schedules or additional security agreements or schedules as may be required by the Agent in order to identify the property and preserve, protect and perfect its the Security Interest in such personal property. (c) If the Corporation acquires Obligors acquire Collateral consisting of chattel paper, instruments or negotiable documents of title (collectively, “Negotiable Collateral”), the Corporation shall, immediately upon receipt thereof, deliver to they shall promptly notify the Agent the Negotiable Collateral of such acquisition and shall, at the request of the Agent Agent, (i) deliver the Negotiable Collateral to the Agent or as it may direct, (ii) endorse the same for transfer in blank or as the Agent may direct, (iiiii) cause any transfer to be registered wherever, in the opinion of the Agent, such registration may be required necessary or advisabledesirable, and (iiiiv) deliver to the Agent any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral.. The Obligors represent and warrant that as of the date of this security agreement, the only Negotiable Collateral they hold is listed and described in Part 1 of Schedule A. (d) If the Corporation has Obligors now have or hereafter acquires acquire Collateral consisting of certificated securities it (collectively, Pledged Certificated Securities), they shall immediately promptly notify the Agent of such acquisition and, upon request by the Agent, shall deliver to the Agent any and all certificates representing such Collateral and other materials (including effective endorsements) as may be required from time to time in the “opinion of the Agent, to provide the Agent with control over all such Pledged Certificated Securities in the manner provided under Section 23 of the STA. Without limiting the generality of the foregoing, the Obligors shall, at the request of the Agent, cause the Pledged Certificated Securities to be registered in the name of the Agent or as it may direct. The Obligors represent and warrant that as of the date of this security agreement, all of the certificated securities held by the Obligors are listed and described (with reference to the issuer, the certificate number and the number and class of securities) in Part 2 of Schedule A. (e) If the Obligors now have or hereafter acquire Collateral consisting of uncertificated securities (collectively, Pledged Uncertificated Securities”), they shall promptly notify the Agent of such acquisition and, upon request by the Agent, shall deliver to the Agent any and all such documents, agreements (including control agreements, using commercially reasonable efforts) and other materials (including effective endorsements) as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Pledged Certificated Uncertificated Securities in the manner provided under Section 23 24 of the STA. Without limiting the generality of the foregoing, and the Obligors shall, at the CAN_DMS: \132141408\5 request of the Agent, will cause all the Pledged Certificated Uncertificated Securities to be registered in the name of the Agent or as it may direct.. The Obligors represent and warrant that as of the date of this security agreement, all of the uncertificated securities held by the Obligors are described (by reference to the issuer and the number and class of securities) in Part 3 of Schedule A. (ef) If the Corporation has Obligors now have or hereafter acquires acquire Collateral consisting of uncertificated one or more securities it accounts (collectively, the Pledged Securities Accounts), they shall promptly notify the Agent and, upon request by the Agent, shall deliver to the Agent any and all such documents, agreements (including control agreements, using commercially reasonable efforts) and other materials as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Collateral in Pledged Securities Accounts and the manner provided under Section 24 of the STA. (f) If the Corporation has or hereafter acquires Collateral consisting of security entitlements or creates Collateral consisting of one or more securities credited to those accounts it shall deliver to the Agent any and all such documents, agreements and other materials as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Collateral in the manner provided under Section 25 and 26 of the STA and in Section 1(2)(e) of the PPSA.. Without limiting the generality of the foregoing, the Obligors shall, at the request of the Agent, cause the Agent to be noted as the entitlement holder of the Pledged Securities Accounts. The Obligors represent and warrant that as of the date of this security agreement, all Pledged Securities Accounts of the Obligors are described (by reference to the account number and securities intermediary) in Schedule B. (g) If the Corporation has Obligors now have or hereafter acquires acquire Collateral consisting of an interest in a partnership, limited partnership or limited liability company, it they shall take all steps necessary necessary, in the opinion of the Agent, to ensure that such property is and remains a security (either certificated or uncertificated) for the purposes of the STA.. The Obligors represent and warrant that as of the date of this security agreement, any interest they hold in a partnership, limited partnership or limited liability company is described (by reference to the issuer and the nature and extent of the interest) in Part 4 of Schedule A. (h) The Corporation Obligors shall not cause or permit any person Person other than the Agent Agent, for and on behalf of the Lender, to have control (as defined a security interest in the STA) any Collateral consisting of any investment property constituting part of the Collateralproperty, other than control a security interest in favour of a depositary bank or securities intermediary for customary fees and expenses which has been subordinated its lien to the lien of the Agent Security Interest pursuant to documentation in form and substance satisfactory to the Agent. The Obligors shall not grant control over any investment property or other financial assets constituting part of the Collateral to any Person other than the Agent.

Attachment, Perfection, Possession and Control. (a) The Corporation acknowledges that (i) value has been given, (ii) it has rights in the Collateral or the power to transfer rights in the Collateral to the Agent Lender (other than after-acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the Security Interest, and (iv) it has received a copy of this Security Agreementsecurity agreement. (b) The Corporation shall promptly inform the Agent Lender in writing of the acquisition by the Corporation of any personal property which is not adequately described in this Security Agreementsecurity agreement, and the Corporation shall execute and deliver, from time to time, at its own expense, amendments to this Security Agreement security agreement and its schedules or additional security agreements or schedules as may be required by the Agent Lender in order to preserve, protect and perfect its Security Interest in such personal property. (c) If the Corporation acquires Collateral consisting of chattel paper, instruments or negotiable documents of title (collectively, “Negotiable Collateral”), the Corporation shall, immediately upon receipt thereof, deliver to the Agent Lender the Negotiable Collateral and shall, at the request of the Agent Lender (i) endorse the same for transfer in blank or as the Agent Lender may direct, (ii) cause any transfer to be registered wherever, in the opinion of the AgentLender, such registration may be required or advisable, and (iii) deliver to the Agent Lender any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral. (d) If the Corporation has or hereafter acquires Collateral consisting of certificated securities it shall immediately deliver to the Agent Lender any and all certificates representing such Collateral (the “Pledged Certificated Securities”) and other materials (including effective endorsements) as may be required from time to time in the opinion of the AgentLender, to provide the Agent Lender with control over all Pledged Certificated Securities in the manner provided under Section 23 of the STA, and at the request of the AgentLender, will cause all Pledged Certificated Securities to be registered in the name of the Agent Lender or as it may direct. (e) If the Corporation has or hereafter acquires Collateral consisting of uncertificated securities it shall deliver to the Agent Lender any and all such documents, agreements and other materials as may be required from time to time in the opinion of the AgentLender, to provide the Agent Lender with control over all such Collateral in the manner provided under Section 24 of the STA. (f) If the Corporation has or hereafter acquires Collateral consisting of security entitlements or creates Collateral consisting of one or more securities accounts it shall deliver to the Agent Lender any and all such documents, agreements and other materials as may be required from time to time in the opinion of the AgentLender, to provide the Agent Lender with control over all such Collateral in the manner provided under Section 25 and 26 of the STA and Section 1(2)(e) of the PPSA. (g) If the Corporation has or hereafter acquires Collateral consisting of an interest in a partnership or limited liability company, it shall take all steps necessary in the opinion of the AgentLender, to ensure that such property is and remains a security for the purposes of the STA. (h) The Corporation shall not cause or permit any person Person other than the Agent Lender to have control (as defined in the STA) of any investment property constituting part of the Collateral, other than control in favour of a depositary bank or securities intermediary which has subordinated its lien to the lien of the Agent Lender pursuant to documentation in form and substance satisfactory to the AgentLender.

Attachment, Perfection, Possession and Control. (a) The Corporation acknowledges Debtor and the Lender acknowledge that (i) value has been given, (ii) it the Debtor has rights in the Collateral (other than after-acquired Collateral) or the power to transfer rights in the Collateral to the Agent (other than after-acquired Collateral), and (iii) it has the parties have not agreed to postpone the time of for attachment of the Security Interest, and (iv) it has received a copy of this Security Agreement. (b) The Corporation Debtor shall promptly inform notify the Agent in writing Lender of the acquisition by the Corporation Debtor of any personal property which is not adequately described in this Security Agreement, and the Corporation Debtor shall execute and deliver, from time to time, at its own expense, amendments to this Security Agreement and its schedules or additional security agreements or schedules as may be required by the Agent Lender in order to identify such property or preserve, protect and perfect its Security Interest in such personal property. (c) If the Corporation Debtor acquires Collateral consisting of chattel paper, instruments or negotiable documents of title representing amounts in excess of $10,000 (collectively, “Negotiable Collateral”), it shall promptly notify the Corporation shall, immediately upon receipt thereof, deliver to the Agent the Negotiable Collateral Lender of such acquisition and shall, at the request of the Agent Lender, (i) deliver the Negotiable Collateral to the Lender or as it may direct, (ii) endorse the same for transfer in blank or as the Agent Lender may direct, (iiiii) grant control (as defined in the PPSA) over any electronic chattel paper, (iv) cause any a transfer to be registered wherever, in the opinion of the AgentLender, such registration may be required necessary or advisabledesirable, and (iiiiv) deliver to the Agent Lender any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral. (d) If the Corporation Debtor now has or hereafter acquires Collateral consisting of certificated securities (collectively, Pledged Certificated Securities), it shall immediately promptly notify the Lender of such acquisition and, upon request by the Lender, shall deliver to the Agent Lender any and all certificates representing such Collateral and such other materials (including effective endorsements) as may be required from time to time in the “opinion of the Lender, to provide the Lender with control over all such Pledged Certificated Securities in the manner provided under Section 23 of the STA. Without limiting the generality of the foregoing, the Debtor shall, at the request of the Lender, cause the Pledged Certificated Securities to be registered in the name of the Lender or as it may direct. The Debtor represents and warrants that as of the date of this Agreement, all of the certificated securities held by the Debtor are listed and described (with reference to the issuer, the certificate number and the number and class of securities) in Part 1 of Schedule 2.3(d). (e) the Debtor now has or hereafter acquires Collateral consisting of uncertificated securities (collectively, Pledged Uncertificated Securities”), it shall promptly notify the Lender of such acquisition and, upon request by the Lender, shall deliver to the Lender any and all such documents, agreements (including control agreements) and other materials (including effective endorsements) as may be required from time to time in the opinion of the AgentLender, to provide the Agent Lender with control over all such Pledged Certificated Uncertificated Securities in the manner provided under Section 23 24 of the STA. Without limiting the generality of the foregoing, and the Debtor shall, at the request of the AgentLender, will cause all the Pledged Certificated Uncertificated Securities to be registered in the name of the Agent Lender or as it may direct. The Debtor represents and warrants that as of the date of this security agreement, all of the uncertificated securities held by the Borrower are described (by reference to the issuer and the number and class of securities) in Part 2 of Schedule 2.3(d). (ef) If if the Corporation Debtor now has or hereafter acquires Collateral consisting of uncertificated one or more deposit accounts or securities accounts (collectively, the Pledged Accounts), it shall promptly notify the Lender and, upon request by the Lender, shall deliver to the Agent Lender any and all such documents, agreements (including control agreements) and other materials as may be required from time to time in the opinion of the AgentLender, to provide the Agent Lender with control over all such Collateral in the manner provided under Section 24 of the STA. (f) If the Corporation has or hereafter acquires Collateral consisting of Pledged Accounts, including all security entitlements or creates Collateral consisting of one or more securities accounts it shall deliver credited to the Agent any and all such documents, agreements and other materials as may be required from time to time in the opinion of the Agent, to provide the Agent with control over all such Collateral Pledged Accounts in the manner provided under Section 25 and 26 of the STA and in Section 1(2)(e) of the PPSA. Without limiting the generality of the foregoing, the Borrower shall, at the request of the Lender, cause the Lender to be noted as the entitlement holder of the Pledged Accounts with respect to any security entitlements. The Borrower represents and warrants that as of the date of this security agreement, all Pledged Accounts of the Borrower are described (by reference to the account number, bank, financial institution or securities intermediary and address) in Schedule 2.3(f). (g) If the Corporation Debtor now has or hereafter acquires Collateral consisting of an interest in a partnership, limited partnership or limited liability company, it shall promptly notify the Lender and, upon request by the Lender, shall take all steps necessary in the opinion of the AgentLender, to ensure that such property is and remains a security for the purposes of the STA. (h) The Corporation the Debtor shall not cause or permit any person Person other than the Agent Lender to have a security interest in any Collateral consisting of investment property. The Debtor shall not grant control (as defined in the STA) of over any investment property or other financial assets constituting part of the Collateral, Collateral to any Person other than control in favour of a depositary bank or securities intermediary which has subordinated its lien to the lien of the Agent pursuant to documentation in form and substance satisfactory to the AgentLender.