Common use of Scope of Security Interest Clause in Contracts

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, pursuant to which the Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, on the following basis: (a) subject to the Facilities Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Agent in accordance with this Agreement. The Obligor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the Obligor, but the Obligor will stand possessed of any such last day upon trust to assign and dispose of it as the Security Agent may reasonably direct.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest interest, in any agreement, licence, permit or quota of the Obligor (each, a “Restricted Asset”) would result in the termination or breach of such agreement, licence, permit or quota (each, a “Restricted Asset”)quota, the Security Interest with respect to each Restricted Asset created hereunder will constitute a trust created in favour of the Security Collateral Agent, for the benefit of the Finance PartiesSecured Creditors, pursuant to which the Obligor holds shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Collateral Agent, for the benefit of the Finance PartiesSecured Creditors, on the following basis: (a) subject to the Facilities Agreement, until the Security Interest is enforceable has become enforceable, the Obligor is shall be entitled to receive all such proceeds; and (b) whenever the Security Interest is has become enforceable, (i) all rights of the Obligor to receive such proceeds cease and shall cease, the Obligor shall at the request of the Collateral Agent take all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted AssetAsset in accordance with the instructions of the Collateral Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors. The Obligor will shall use all commercially reasonable efforts to obtain the consent of each other party to any and all the Restricted Assets Asset to the assignment of such the Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor will also security agreement and shall use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement hereof expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreementsecurity agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is shall have become enforceable, the grant of the Security Interest in the Intellectual Property does shall not affect in any way the Obligor’s rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (43) The Security Interest does shall not extend to consumer goods or ULC Shares. (54) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligor in respect of real property, but the Obligor will shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in with any agreement, licencelicense, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”)) is prohibited by the terms thereof, the Security Interest with respect to each Restricted Asset created hereunder will constitute a trust created in favour of the Security Agent, for Collateral Agent and the benefit of the Finance Parties, Secured Creditors pursuant to which the Obligor holds shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, Collateral Agent on the following basis: (a) subject to the Facilities Agreement, until the Security Interest is enforceable has become enforceable, the Obligor is shall be entitled to receive all such proceeds; and (b) whenever the Security Interest is has become enforceable, (i) all rights of the Obligor to receive such proceeds cease and shall cease, the Obligor shall at the request of the Collateral Agent take all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted AssetAsset in accordance with the instructions of the Collateral Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors. The Obligor will shall not exercise any rights of set off with respect to amounts payable by it under or in connection with any Restricted Asset and shall use all commercially reasonable efforts to ensure that no other party to the Restricted Asset shall exercise any rights of set off against any such amounts. The Obligor shall use commercially reasonable efforts to obtain the consent of each other party to any and all the Restricted Assets Asset to the assignment of such the Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor will also security agreement and shall use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement Effective Date expressly permit assignments of the benefits of such agreements agreement as collateral security to the Security Collateral Agent in accordance with the terms of this Agreementsecurity agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is shall have become enforceable, the grant of the Security Interest in the Intellectual Property does shall not affect in any way the Obligor’s rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (3) The Security Interest shall not extend to consumer goods. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligor in respect of real property, but the Obligor will shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct.

Scope of Security Interest. (1) To the extent that an assignment the creation of amounts payable and other proceeds arising under the Security Interest would constitute a breach or in connection with, permit the acceleration or the grant termination of a security interest in any agreement, licenceright, licence or permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “"Restricted Asset”"), the Security Interest with respect to each Restricted Asset created hereunder will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, Canadian Secured Parties pursuant to which the Obligor holds shall hold as trustee its interest in all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, Canadian Collateral Agent on the following basis: (ai) subject to the Facilities Agreement, until the Security Interest is enforceable has become enforceable, the Obligor is shall be entitled to receive all such proceeds; and (bii) whenever the Security Interest is has become enforceable, (i) all rights of the Obligor to receive such proceeds cease and shall cease, the Obligor shall at the request of the Canadian Collateral Agent take all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted AssetAsset in accordance with the instructions of the Canadian Collateral Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Canadian Collateral Agent for the benefit of the Canadian Secured Parties. The Obligor will shall not exercise any rights of set-off with respect to amounts payable under or in connection with any Restricted Asset and shall use all commercially reasonable its best efforts to ensure that no other party to the Restricted Asset shall exercise any rights of set-off against any amounts payable thereunder. The Obligor shall use its best efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security creation of a security interest in the Restricted Asset in favour of the Canadian Collateral Agent in accordance with this Agreement. The Obligor will also security agreement and shall use all commercially reasonable its best efforts to ensure that all agreements entered into on and after the date of this Agreement hereof expressly permit assignments the creation of a security interest in the Restricted Asset in favour of the benefits of such agreements as collateral security to the Security Canadian Collateral Agent in accordance with the terms of this Agreementsecurity agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is shall have become enforceable, the grant of the Security Interest in the Intellectual Property does shall not affect in any way the Obligor’s 's rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s 's rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (3) The Security Interest shall not extend to consumer goods. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligor in respect of real property, but the Obligor will shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Canadian Collateral Agent may reasonably direct.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in with any agreement, licence, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “"Restricted Asset”)") is prohibited by the terms thereof, the Security Interest with respect to each Restricted Asset created hereunder will constitute a trust created in favour of the Security Agent, for Collateral Agent and the benefit of the Finance Parties, Secured Creditors pursuant to which the Obligor holds shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, Collateral Agent on the following basis: (ai) subject to the Facilities Agreement, until the Security Interest is enforceable has become enforceable, the Obligor is shall be entitled to receive all such proceeds; and (bii) whenever the Security Interest is has become enforceable, (i) all rights of the Obligor to receive such proceeds cease and shall cease, the Obligor shall at the request of the Collateral Agent take all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted AssetAsset in accordance with the instructions of the Collateral Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors. The Obligor will shall not exercise any rights of set off with respect to amounts payable under or in connection with any Restricted Asset and shall use all commercially reasonable efforts to ensure that no other party to the Restricted Asset shall exercise any rights of set off against any amounts payable thereunder. The Obligor shall use all commercially reasonable efforts to obtain the consent of each other party to any and all the Restricted Assets Asset to the assignment of such the Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor will also security agreement and shall use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement hereof expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreementsecurity agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is shall have become enforceable, the grant of the Security Interest in the Intellectual Property does shall not affect in any way the Obligor’s 's rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s 's rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (3) The Security Interest shall not extend to consumer goods. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligor in respect of real property, but the Obligor will shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct. (5) To the extent that the creation of the Security Interest will constitute a breach under any real property lease or sub-lease (each a "Restricted Lease"), the Security Interest will not attach to the Restricted Lease but the Obligor shall hold its interest in the Restricted Lease in trust for the Collateral Agent and shall, upon the request therefor from the Collateral Agent, (i) obtain the consent of the other party thereto; and (ii) assign such Restricted Lease to the Collateral Agent, or as it may direct, immediately upon obtaining the consent of the other party. The Corporation shall use all commercially reasonable efforts to ensure that all real property leases, sub-leases and other agreements entered into on and after the date hereof expressly permit the creation of Security Interest in the interests of the Corporation therein and assignments of the benefits of such agreements as collateral security to the Collateral Agent in each case in accordance with the terms of this security agreement.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Obligor Grantor, or the grant of any licence as contemplated in Section 2.7, would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, pursuant to which the Obligor holds Grantor shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Secured Parties, and the Security Interest will constitute a trust created in favour of the Agent, for the benefit of the Secured Parties, on the following basis: (ai) subject to the Facilities Agreement, until the Security Interest is enforceable enforceable, the Obligor Grantor is entitled to receive all such proceeds; and (bii) whenever the Security Interest is enforceable, (iA) all rights of the Obligor Grantor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Secured Parties, and (iiB) the Obligor Grantor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted Asset. . (2) The Obligor Grantor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Agent in accordance with this Agreement. The Obligor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC SharesConsumer Goods. (54) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the ObligorGrantor, but the Obligor Grantor will stand possessed of any such last day upon trust to assign and dispose of it as the Security Agent may reasonably direct. (5) Agent will not seek to perfect the Security Interest in Leases and Leaseholds absent the occurrence of an Event of Default; however, following the occurrence and during the continuance of an Event of Default, and upon the receipt of a written request by the Agent, the Grantor shall endeavour to take such action as may reasonably be necessary to perfect the Security Interest in, or obtain any necessary landlord consents in respect of, Leases and Leaseholds.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, lease, permit or quota of the any Obligor would constitute a default under or a breach of or would result in the termination or loss of rights in respect of such agreement, licence, lease, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Collateral Agent, for the benefit of the Finance Secured Parties, pursuant to which the applicable Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Collateral Agent, for the benefit of the Finance Secured Parties, on the following basis: (a) subject to the Facilities Credit Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the such Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Collateral Agent for the benefit of the Finance Secured Parties, and (ii) the such Obligor will take all actions requested by the Security Collateral Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor Upon request by the Collateral Agent, the Obligors will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor Obligors will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks and other Intellectual Property established under the laws of the United States, including any state, territory or political subdivision thereof, constitutes a lien on and security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Collateral Agent for the benefit of the Finance Secured Parties, but does not constitute an assignment or mortgage of such Collateral to the Security Collateral Agent or any Finance Secured Party. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s Obligors’ rights to commercially exploit the Intellectual Property, defend it, enforce the such Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any of the ObligorObligors, but the Obligor Obligors will stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct. (6) The Security Interest does not extend to Excluded Property.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, lease, permit or quota of the any Obligor would constitute a default under or a breach of or would result in the termination or loss of rights in respect of such agreement, licence, lease, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Collateral Agent, for the benefit of the Finance Secured Parties, pursuant to which the applicable Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Collateral Agent, for the benefit of the Finance Secured Parties, on the following basis: (a) subject to the Facilities Credit Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the such Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Collateral Agent for the benefit of the Finance Secured Parties, and (ii) the such Obligor will take all actions requested by the Security Collateral Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor Upon request by the Collateral Agent, the Obligors will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor Obligors will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks and other Intellectual Property established under the laws of the United States including any state, territory or political subdivision thereof, constitutes a lien on and security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Collateral Agent for the benefit of the Finance Secured Parties, but does not constitute an assignment or mortgage of such Collateral to the Security Collateral Agent or any Finance Secured Party. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s Obligors’ rights to commercially exploit the Intellectual Property, defend it, enforce the such Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any of the ObligorObligors, but the Obligor Obligors will stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct. (6) The Security Interest does not extend to Excluded Property.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, lease, permit or quota of the any Obligor would constitute a default under or a breach of or would result in the termination of such agreement, licence, lease, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Collateral Agent, for the benefit of the Finance Secured Parties, pursuant to which the applicable Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Collateral Agent, for the benefit of the Finance Secured Parties, on the following basis: (a) subject to the Facilities Credit Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the such Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Collateral Agent for the benefit of the Finance Secured Parties, and (ii) the such Obligor will take all actions requested by the Security Collateral Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor Upon request by the Collateral Agent, the Obligors will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor Obligors will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks and Intellectual Property established under the laws of the United States including any state, territory or political subdivision thereof, constitutes a lien on and security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Collateral Agent for the benefit of the Finance Secured Parties, but does not constitute an assignment or mortgage of such Collateral to the Security Collateral Agent or any Finance Secured Party. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s Obligors’ rights to commercially exploit the Intellectual Property, defend it, enforce the such Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any of the ObligorObligors, but the Obligor Obligors will stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct. (6) The Security Interest does not extend to Excluded Property.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Obligor Guarantor would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, Secured Creditor pursuant to which the Obligor Guarantor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, Secured Creditor on the following basis: (a) subject to the Facilities Agreement, until the Security Interest is enforceable enforceable, the Obligor Guarantor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the Obligor Guarantor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, Secured Creditor and (ii) the Obligor Guarantor will take all actions requested by the Security Agent Secured Creditor to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor Guarantor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Agent Secured Creditor in accordance with this Agreement. The Obligor Guarantor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Agent Secured Creditor in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance PartiesSecured Creditor, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party.Secured Creditor. 5093376 v3 (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s Guarantor's rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s Guarantor's rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Sharesshares in any unlimited company at any time owned or otherwise held by the Guarantor. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the ObligorGuarantor, but the Obligor Guarantor will stand possessed of any such last day upon trust to assign and dispose of it as the Security Agent Secured Creditor may reasonably direct.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in with any agreement, licencelicense, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”)"RESTRICTED ASSET") is prohibited by the terms thereof, the Security Interest with respect to each Restricted Asset created hereunder will constitute a trust created in favour of the Security Agent, for Collateral Agent and the benefit of the Finance Parties, Secured Creditors pursuant to which the Obligor holds shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, Collateral Agent on the following basis: (a) subject to the Facilities Agreement, until the Security Interest is enforceable has become enforceable, the Obligor is shall be entitled to receive all such proceeds; and (b) whenever the Security Interest is has become enforceable, (i) all rights of the Obligor to receive such proceeds cease and shall cease, the Obligor shall at the request of the Collateral Agent take all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted AssetAsset in accordance with the instructions of the Collateral Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors. The Obligor will shall not exercise any rights of set off with respect to amounts payable by it under or in connection with any Restricted Asset and shall use all commercially reasonable efforts to ensure that no other party to the Restricted Asset shall exercise any rights of set off against any such amounts. The Obligor shall use commercially reasonable efforts to obtain the consent of each other party to any and all the Restricted Assets Asset to the assignment of such the Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor will also security agreement and shall use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement hereof expressly permit assignments of the benefits of such agreements agreement as collateral security to the Security Collateral Agent in accordance with the terms of this Agreementsecurity agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is shall have become enforceable, the grant of the Security Interest in the Intellectual Property does shall not affect in any way the Obligor’s 's rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s 's rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (3) The Security Interest shall not extend to consumer goods. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligor in respect of real property, but the Obligor will shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in with any agreement, licence, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “"Restricted Asset”)") is prohibited by the terms thereof, the Security Interest with respect to each Restricted Asset created hereunder will constitute a trust created in favour of the Security Agent, for Collateral Agent and the benefit of the Finance Parties, Secured Creditors pursuant to which the Obligor holds shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, Collateral Agent on the following basis: (ai) subject to the Facilities Agreement, until the Security Interest is enforceable has become enforceable, the Obligor is shall be entitled to receive all such proceeds; and (bii) whenever the Security Interest is has become enforceable, (i) all rights of the Obligor to receive such proceeds cease and shall cease, the Obligor shall at the request of the Collateral Agent take all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted AssetAsset in accordance with the instructions of the Collateral Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Collateral Agent for the benefit of the Secured Creditors. The Obligor will shall not exercise any rights of set off with respect to amounts payable under or in connection with any Restricted Asset and shall use all commercially reasonable efforts to ensure that no other party to the Restricted Asset shall exercise any rights of set off against any amounts payable thereunder. The Obligor shall use all commercially reasonable efforts to obtain the consent of each other party to any and all the Restricted Assets Asset to the assignment of such the Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor will also amended and restated security agreement and shall use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement hereof expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreementamended and restated security agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance Parties, but does not constitute an assignment of such Collateral to the Security Agent or any Finance Party. (3) Until the Security Interest is shall have become enforceable, the grant of the Security Interest in the Intellectual Property does shall not affect in any way the Obligor’s 's rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s 's rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (3) The Security Interest shall not extend to consumer goods. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligor in respect of real property, but the Obligor will shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct. (5) To the extent that the creation of the Security Interest will constitute a breach under any real property lease or sub-lease (each a "Restricted Lease"), the Security Interest will not attach to the Restricted Lease but the Obligor shall hold its interest in the Restricted Lease in trust for the Collateral Agent and shall, upon the request therefor from the Collateral Agent, (i) obtain the consent of the other party thereto; and (ii) assign such Restricted Lease to the Collateral Agent, or as it may direct, immediately upon obtaining the consent of the other party. The Corporation shall use all commercially reasonable efforts to ensure that all real property leases, sub-leases and other agreements entered into on and after the date hereof expressly permit the creation of Security Interest in the interests of the Corporation therein and assignments of the benefits of such agreements as collateral security to the Collateral Agent in each case in accordance with the terms of this amended and restated security agreement.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Obligor would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, pursuant to which the Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for the benefit of the Finance Parties, on the following basis: (a) subject to the Facilities Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Agent for the benefit of the Finance Parties, and (ii) the Obligor will take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Agent in accordance with this Agreement. The Obligor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks trademarks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance PartiesSecured Creditor, but does not constitute an assignment or mortgage of such Collateral to the Security Agent or any Finance PartySecured Creditor. (32) Until the Security Interest is enforceableenforceable in accordance with this Agreement, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s 's rights to commercially use and exploit the Intellectual Property, defend it, enforce the Obligor’s 's rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (43) The Security Interest does not extend to consumer goods or ULC Sharesgoods. (54) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the Obligor, but the Obligor will stand possessed of any such last day upon trust to assign and dispose of it as the Security Agent Secured Creditor may reasonably direct. (5) The Security Interest does not extend or apply to any agreement, right, franchise, licence or permit (the “Contractual Rights”) to which the Obligor is a party or of which the Obligor has benefit, to the extent that the creation of the Security Interest would constitute a breach of the terms of, or permit any person to terminate, the Contractual Rights, but the Obligor shall hold its interest therein in trust for the Secured Creditor and shall assign such Contractual Rights to the Secured Creditor upon obtaining the consent of all other parties thereto. The Obligor agrees that it shall, upon the request of the Secured Creditor, use all commercially reasonable efforts to obtain any consent required to permit any Contractual Rights to be subjected to the Security Interest. The Obligor agrees that it shall also use all commercially reasonable efforts to ensure that all agreements, rights, franchises, licences or permits entered into or obtained after the date hereof do not provide that the Security Interest is prohibited or results in a default thereunder.

Scope of Security Interest. (1a) To the extent that an assignment of amounts payable and other proceeds arising under or in connection withunder, or the grant of a security interest in in, any agreement, licence, permit or quota of the Obligor Obligors would result in the termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each such Restricted Asset will constitute a trust created in favour of the Security Agent, for the benefit of the Finance Parties, Agent pursuant to which the Obligor holds Obligors hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Agent, for Agent and the benefit of the Finance Parties, other Lender on the following basis: (ai) subject to the Facilities Agreement, until the Security Interest is has become enforceable and subject to the Obligor is entitled to Credit Agreement, the Obligors may receive all such proceeds; and (bii) whenever upon the Security Interest is becoming enforceable, (iA) all rights of the Obligor Obligors to receive such proceeds shall cease and all such proceeds will shall be immediately paid over to the Security Agent for the benefit of the Finance PartiesAgent, and (iiB) the Obligor will Obligors shall take all actions requested by the Security Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Agent in accordance with this Agreement. The Obligor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Agent in accordance with the terms of this Agreement. (2b) The Security Interest with respect to trade-marks constitutes Collateral consisting of trademarks shall constitute a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Agent for the benefit of the Finance PartiesAgent, but does shall not constitute an assignment or mortgage of such Collateral to the Security Agent or any Finance Party. (3) other Lender. Until the Security Interest is has become enforceable, the grant of the Security Interest in the Intellectual Property does will not affect in any way the Obligor’s Obligors’ rights to commercially exploit the Intellectual Property, it or defend it, or enforce the Obligor’s Obligors’ rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4c) The Security Interest does shall not extend to consumer goods or ULC Sharesgoods. (5d) The Security Interest does shall not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real propertysublease, now held or hereafter acquired by the ObligorObligors in respect of real property, but the Obligor will Obligors shall stand possessed of any such last day upon trust to assign and dispose of it as the Security Agent may reasonably direct.. CAN_DMS: \132141408\5

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, lease, permit or quota of the any Obligor would constitute a default under or a breach of or would result in the termination of such agreement, licence, lease, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Collateral Agent, for the benefit of the Finance Secured Parties, pursuant to which the applicable Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Collateral Agent, for the benefit of the Finance Secured Parties, on the following basis: (a) subject to the Facilities Credit Agreement, until the Security Interest is enforceable the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the such Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Collateral Agent for the benefit of the Finance Secured Parties, and (ii) the such Obligor will take all actions requested by the Security Collateral Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Obligor Upon request by the Collateral Agent, the Obligors will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Collateral Agent in accordance with this Agreement. The Obligor Obligors will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks and Intellectual Property established under the laws of the United States, including any state, territory or political subdivision thereof, constitutes a lien on and security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Collateral Agent for the benefit of the Finance Secured Parties, but does not constitute an assignment or mortgage of such Collateral to the Security Collateral Agent or any Finance Secured Party. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s Obligors’ rights to commercially exploit the Intellectual Property, defend it, enforce the such Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any of the ObligorObligors, but the Obligor Obligors will stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct. (6) The Security Interest does not extend to Excluded Property.

Scope of Security Interest. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with, or the grant of a security interest in any agreement, licence, permit or quota of the Obligor would result in the breach or termination of such agreement, licence, permit or quota (each, a “Restricted Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust created in favour of the Security Collateral Agent, for the benefit of the Finance PartiesSecured Creditors, pursuant to which the Obligor holds as trustee all proceeds arising under or in connection with the Restricted Asset in trust for the Security Collateral Agent, for the benefit of the Finance PartiesSecured Creditors, on the following basis: (a) subject to the Facilities Credit Agreement, until the Security Interest is enforceable enforceable, the Obligor is entitled to receive all such proceeds; and (b) whenever the Security Interest is enforceable, (i) all rights of the Obligor to receive such proceeds cease and all such proceeds will be immediately paid over to the Security Collateral Agent for the benefit of the Finance PartiesSecured Creditors, and (ii) the Obligor will take all actions requested by the Security Collateral Agent to collect and enforce payment and other rights arising under the Restricted Asset. The Subject to the next following sentence, the Obligor will use all commercially reasonable efforts to obtain the consent of each other party to any and all Restricted Assets to the assignment of such Restricted Asset to the Security Collateral Agent in accordance with this Agreement. Except for the landlord waivers required prior to the Initial Borrowing Date and other consents as may be required from time to time under the Credit Agreement, the Obligor will not be required to obtain the consent of the landlords in respect of the Leaseholds of the Obligor. The Obligor will also use all commercially reasonable efforts to ensure that all agreements entered into on and after the date of this Agreement expressly permit assignments of the benefits of such agreements as collateral security to the Security Collateral Agent in accordance with the terms of this Agreement. (2) The Security Interest with respect to trade-marks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Security Collateral Agent for the benefit of the Finance PartiesSecured Creditors, but does not constitute an assignment of such Collateral to the Security Collateral Agent or any Finance PartySecured Creditor. (3) Until the Security Interest is enforceable, the grant of the Security Interest in the Intellectual Property does not affect in any way the Obligor’s rights to commercially exploit the Intellectual Property, defend it, enforce the Obligor’s rights in it or with respect to it against third parties in any court or claim and be entitled to receive any damages with respect to any infringement of it. (4) The Security Interest does not extend to consumer goods or ULC Shares. (5) The Security Interest does not extend or apply to the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by the Obligor, but the Obligor will stand possessed of any such last day upon trust to assign and dispose of it as the Security Collateral Agent may reasonably direct.