Common use of Scope of Security Clause in Contracts

Scope of Security. (1) To the extent that an assignment of amounts payable and other proceeds arising under or in connection with any agreement, licence, permit or quota of the Corporation (each, a "Restricted Asset") is prohibited by the terms thereof, the Security will constitute a trust created in favour of the Holder and certain financial institutions specified by the Holder pursuant to which the Holder shall hold as trustee all proceeds arising under or in connection with the Restricted Asset in trust for such specified financial institutions on the following basis: (i) until the Security has become enforceable, the Corporation shall be entitled to receive all such proceeds; and (ii) whenever the Security has become enforceable, all rights of the Corporation to receive such proceeds shall cease, the Corporation shall at the request of the Holder take all such actions to collect and enforce payment and other rights arising under the Restricted Asset in accordance with the instructions of the Holder and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Holder for the benefit of such specified financial institutions. The Corporation 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 Corporation shall use all commercially reasonable efforts to obtain the consent of each other party to the Restricted Asset to the assignment of the Restricted Asset to the Holder in accordance with this debenture and shall use all commercially reasonable efforts to ensure that all agreements entered into on and after the date hereof expressly permit assignments of the benefits of such agreement as collateral security to the Holder in accordance with the terms of this debenture. (2) Until the Security has become enforceable, the grant of the Security in the intellectual property hereunder shall not affect in any way the Corporation's rights to commercially exploit such intellectual property, defend it, enforce the Corporation'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 shall not extend to consumer goods. (4) The Security shall not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by the Holder in respect of real property, but the Holder shall stand possessed of any such last day upon trust to assign and dispose of it as the Holder may reasonably direct. (5) To the extent that the creation of the Security will constitute a breach under any real property lease or sub-lease (each a "Restricted Lease"), the Security will not attach to the Restricted Lease but the Obligor shall hold its interest in the Restricted Lease in trust for the Holder and shall, upon the request therefor from the Holder, (i) obtain the consent of the other party thereto; and (ii) assign such Restricted Lease to the Holder, 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 in the interests of the Corporation therein and assignments of the benefits of such agreements as collateral security to the Holder in each case in accordance with the terms of this debenture.

Scope of Security. (1) To the extent that an assignment the creation of amounts payable and other proceeds arising under the Security (as defined in the Debenture) over the Charged Premises (as defined in the Debenture) would constitute a breach or in connection with permit the acceleration or termination of any agreement, licenceright, licence or permit or quota of the Corporation (each, a "Restricted AssetRESTRICTED ASSET") is prohibited by the terms thereof), the Security so created under the Debenture will constitute a trust created in favour of the Holder Agent and certain financial institutions specified by the Holder Lenders pursuant to which the Holder Corporation shall hold as trustee its interest in all proceeds arising under or in connection with the Restricted Asset in trust for such specified financial institutions the Agent on the following basis: (i) until the Security has become enforceable, the Corporation shall be entitled to receive all proceeds from or in respect of such proceedsRestricted Asset; and (ii) whenever the Security has become enforceable, all rights of the Corporation to receive such proceeds shall cease, the Corporation shall at the request of the Holder Agent take all such actions to collect and enforce payment and other rights arising under the Restricted Asset in accordance with the instructions of the Holder Agent and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Holder Agent for the benefit of the Lenders, and the Agent hereby confirms and agrees that the Charged Premises under the Debenture is limited in such specified financial institutions. manner and to such effect. (2) The Corporation shall not exercise any rights of set 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 Corporation shall use all commercially reasonable its best efforts to obtain such consents of the consent of each other party parties to the Restricted Asset to the assignment creation of the Security over the Restricted Asset to in favour of the Holder Agent and the Lenders in accordance with this debenture the Debenture as the Agent may from time to time request and shall use all commercially reasonable its best efforts to ensure that all agreements entered into on and after the date hereof expressly permit assignments the creation of the benefits Security in favour of such agreement as collateral security to the Holder Agent and the Lenders in accordance with the terms of this debenturethe Debenture. (2) Until the Security has become enforceable, the grant of the Security in the intellectual property hereunder shall not affect in any way the Corporation's rights to commercially exploit such intellectual property, defend it, enforce the Corporation'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 shall not extend to consumer goods. (4) The Security shall not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by the Holder in respect of real property, but the Holder shall stand possessed of any such last day upon trust to assign and dispose of it as the Holder may reasonably direct. (5) To the extent that the creation of the Security will constitute a breach under any real property lease or sub-lease (each a "Restricted Lease"), the Security will not attach to the Restricted Lease but the Obligor shall hold its interest in the Restricted Lease in trust for the Holder and shall, upon the request therefor from the Holder, (i) obtain the consent of the other party thereto; and (ii) assign such Restricted Lease to the Holder, 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 in the interests of the Corporation therein and assignments of the benefits of such agreements as collateral security to the Holder in each case in accordance with the terms of this debenture.

Scope of Security. (1) The Security shall not extend or apply to the last day of the term of any lease or sublease of real property or agreement therefor, now held or hereafter acquired by the Corporation but the Corporation shall stand possessed of any such last day upon trust to assign and dispose of it as the Holder may direct. (2) To the extent that an assignment to the Holder for itself and on behalf of the Lenders of amounts payable and other proceeds arising under or in connection with any agreement, licencelicense, permit or quota of the Corporation (each, a "Restricted AssetRESTRICTED ASSET") is prohibited by the terms thereof, the Security will constitute a trust created in favour of the Holder and certain financial institutions specified by the Holder pursuant to which the Holder Corporation shall hold as trustee all proceeds arising under or in connection with the such Restricted Asset in trust for such specified financial institutions the Holder for itself and on behalf of the Lenders on the following basis: (i) until the Security has become enforceable, the Corporation shall be entitled to receive all such proceeds; and (ii) whenever the Security has become enforceable, all rights of the Corporation to receive such proceeds shall cease, the Corporation shall at the request of the Holder take all such actions to collect and enforce payment and other rights arising under the Restricted Asset in accordance with the instructions of the Holder and all such proceeds arising under or in connection with the Restricted Asset shall be immediately paid over to the Holder for itself and on behalf of the benefit of such specified financial institutionsLenders. The Corporation shall not exercise any rights of set 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 set-off against any amounts the amount payable thereunder. The Corporation shall use all commercially reasonable its best efforts to obtain the consent of each other party to the Restricted Asset to the assignment of the Restricted Asset to the Holder for itself and on behalf of the Lenders in accordance with this debenture and shall use all commercially reasonable its best efforts to ensure that all agreements entered into on and after the date hereof expressly permit assignments of the benefits of such agreement agreements as collateral security to the Holder for itself and on behalf of the Lenders in accordance with the terms of this debenture. (2) Until the Security has become enforceable, the grant of the Security in the intellectual property hereunder shall not affect in any way the Corporation's rights to commercially exploit such intellectual property, defend it, enforce the Corporation'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 shall not extend to consumer goods. (4) The Security shall not extend or apply to the last day of the term of any lease or sublease or any agreement for a lease or sublease, now held or hereafter acquired by the Holder in respect of real property, but the Holder shall stand possessed of any such last day upon trust to assign and dispose of it as the Holder may reasonably direct. (5) To the extent that the creation of the Security will constitute a breach under any real property lease or sub-lease (each a "Restricted Lease"), the Security will not attach to the Restricted Lease but the Obligor shall hold its interest in the Restricted Lease in trust for the Holder and shall, upon the request therefor from the Holder, (i) obtain the consent of the other party thereto; and (ii) assign such Restricted Lease to the Holder, 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 in the interests of the Corporation therein and assignments of the benefits of such agreements as collateral security to the Holder in each case in accordance with the terms of this debenture.