Common use of Securities and Instruments Clause in Contracts

Securities and Instruments. (a) Annex G and Annex H list all Securities and Instruments owned or held by such Assignor on the date of this Agreement. Annex G sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securities. (b) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rights. (c) Except as described in Annex G or Annex H, no transfer restrictions apply to the Securities and Instruments listed in Annex G or Annex H. Each Assignor has delivered to the Collateral Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STA. (d) The Securities and Instruments that are Collateral constitute, where applicable, the legal, valid and binding obligation of such Assignor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (e) The security interests created under this Agreement (when executed and delivered by all parties hereto) are effective to create in favour of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Assignors in all of the Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or Securities Accounts that are Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.

Securities and Instruments. (ai) Annex G The Obligor is the legal and Annex H list beneficial owner of, and it has good and marketable title to all Collateral consisting of one or more Securities and it has sufficient interest in all Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no Lien, option or adverse claim whatsoever, except the Security Interest created by this security agreement); (ii) No person, firm or corporation has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Collateral consisting of Securities or Instruments;. (iii) The Obligor has full power, authority and legal right to pledge all the Collateral consisting of Securities and Instruments owned or held pledged by such Assignor on the date of it pursuant to this Agreement. Annex G sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securities.security agreement; (biv) All of the Collateral consisting of Securities and Instruments that are Collateral have been, where applicable, has been duly and validly issued and acquired and are acquired, is fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are is subject to no options to purchase or similar rights.; (cv) Except as described in Annex G Each of the Instruments pledged hereunder, constitutes, or Annex H, no transfer restrictions apply when executed by the obligor thereof will to the Securities and Instruments listed in Annex G or Annex H. Each Assignor has delivered to the Collateral Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part knowledge of the Collateral is, and will be, a “security” for the purposes of the STA. (d) The Securities and Instruments that are Collateral Obligor constitute, where applicable, the legal, valid and binding obligation of such Assignor of such Securities and Instrumentsobligor, enforceable in accordance with their its terms, subject only except to any limitation under the extent that the enforceability thereof may be limited by applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, arrangement, reorganization moratorium or other similar laws generally affecting creditors’ rights generally, and by equitable principles (iiregardless of whether enforcement is sought in equity or at law); (vi) the discretion that a court may exercise in pledge, collateral assignment and delivery to the granting of equitable remedies. (e) The security interests created under this Agreement (when executed and delivered by all parties hereto) are effective to create in favour Collateral Agent of the Collateral Agent, for the benefit consisting of the Secured Creditors, certificated Securities pursuant to this security agreement creates a legal, valid and enforceable perfected first priority security interest in all right, title and interest of the Assignors in all of the Collateralsuch certificated Securities, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignorproceeds thereof, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests prior Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of any other Person such the Obligor which would include the Securities (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(sLiens) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware of is entitled to all the rights, priorities and benefits afforded by the PPSA or other relevant personal property securities legislation as enacted in any change in an “issuer’s jurisdiction” relevant jurisdiction to perfect security interests in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or Securities Accounts that are such Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.; and

Securities and Instruments. (ai) Annex G and Annex H list Schedule “A” lists all Securities and Instruments owned or held by such Assignor on the date of this Agreementeach Obligor. Annex G Schedule “A” sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securities. (bii) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rightsassessable. (ciii) Except as described in Annex G or Annex HSchedule “A”, no transfer restrictions apply to the Securities and Instruments listed in Annex G or Annex H. Schedule “A”. Each Assignor Obligor has delivered to the Collateral Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in such AssignorObligor’s possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STAcontrol. (div) No Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Securities and Instruments that are Collateral. (v) The Securities and Instruments that are Collateral constitute, where applicable, the legal, valid and binding obligation of such Assignor each Obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (evi) The security interests created under this Agreement (when executed pledge, assignment and delivered delivery to and control by all parties hereto) are effective to create in favour the Collateral Agent of the Collateral Agent, for the benefit consisting of the Secured Creditors, investment property (other than securities accounts) pursuant to this Agreement creates a legal, valid and enforceable perfected first ranking security interest in all right, title and interest of the Assignors in all of the such Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, proceeds of it. Such Collateral and the Collateral Agent, for the benefit proceeds from it are not subject to any prior Lien or any agreement purporting to grant to any third party a Lien or control of the Secured Creditorsproperty or assets of any Obligor which would include the Collateral. The Collateral Agent is entitled to all the rights, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected priorities and benefits afforded by filing a PPSA financing change statement under the PPSA subject or other relevant personal property securities legislation as enacted in any relevant jurisdiction to no perfect security interests in respect of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement)such Collateral. (fvii) Such Assignor has The Obligors have not consented to, will not consent to, and has have no knowledge of any control by any person with respect to any Collateral (other than securities accounts) other than the Collateral Agent. (gviii) Such Assignor Each Obligor will notify the Collateral Agent immediately upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or Securities Accounts that are Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.

Securities and Instruments. (ai) Annex G and Annex H list all All Intercompany Securities and Intercompany Instruments owned or held by such Assignor on the date Domestic Guarantors have been, where applicable, duly and validly issued and acquired and, in the case of this Agreementthe Intercompany Securities and to the knowledge of the applicable Domestic Guarantors, are fully paid and non-assessable. Annex G As of the Closing Date, Schedule A sets out, for each class of such Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securitiesclass. (b) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rights. (cii) Except as described in Annex G or Annex Hthe applicable issuer’s constating documents, no transfer restrictions apply to the any Intercompany Securities and or Intercompany Instruments listed in Annex G or Annex H. Each Assignor has Schedule L, which, as of the Closing Date, sets forth a complete list of Intercompany Securities and Intercompany Instruments. The Domestic Guarantors have delivered to the Collateral Agent or the Administrative Agent, copies of all shareholder, partnership partnership, limited liability company or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s the Loan Parties’ possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STAcontrol. (diii) Except as described in the applicable issuer’s constating documents or Schedule A, as of the Closing Date, no Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Intercompany Securities and Intercompany Instruments owned by the Domestic Guarantors. (iv) The Securities and Intercompany Instruments that are Collateral owned by the Domestic Guarantors constitute, where applicable, the legal, valid and binding obligation of such Assignor the obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (ev) The grants of security interests created under this Agreement (when executed and delivered by all parties hereto) are effective deliveries to create in favour of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Assignors in all of the Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware or the Administrative Agent by the Domestic Guarantors in certificated Securities constituting Collateral pursuant to the Security Documents to which such Domestic Guarantors are party create valid and perfected security interests in such certificated Securities, and the proceeds of them. Subject to Permitted Encumbrances, such Securities and the proceeds from them are not subject to any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral prior Encumbrance or any change in a “securities intermediary’s jurisdiction” in respect of agreement purporting to grant to any security entitlements, financial third party an Encumbrance on the property or assets or Securities Accounts that are Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to Domestic Guarantors which would include the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.

Securities and Instruments. (a) Annex G and Annex H list all Securities and Instruments owned or held by such Assignor on the date of this Agreement. Annex G sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securities. (b) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rights. (c) Except as described in Annex G or Annex H, no transfer restrictions apply to the Securities and Instruments listed in Annex G or Annex H. Each Assignor has delivered to the Collateral Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STA. (d) The Securities and Instruments that are Collateral constitute, where applicable, the legal, valid and binding obligation of such Assignor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (e) The security interests created under this Agreement (when executed and delivered by all parties hereto) are effective to create in favour of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Assignors in all of the Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or Securities Accounts that are Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.

Securities and Instruments. (ai) Annex G and Annex H list all All Intercompany Securities and Intercompany Instruments owned or held by such Assignor on the date Domestic Guarantors have been, where applicable, duly and validly issued and acquired and, in the case of this Agreementthe Intercompany Securities and to the knowledge of the applicable Domestic Guarantors, are fully paid and non-assessable. Annex G As of the Closing Date, Schedule A sets out, for each class of such Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securitiesclass. (b) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rights. (cii) Except as described in Annex G or Annex Hthe applicable issuer’s constating documents, no transfer restrictions apply to the any Intercompany Securities and or Intercompany Instruments listed in Annex G or Annex H. Each Assignor has Schedule L, which, as of the Closing Date, sets forth a complete list of Intercompany Securities and Intercompany Instruments. The Domestic Guarantors have delivered to the Collateral Administrative Agent copies of all shareholder, partnership partnership, limited liability company or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s the Loan Parties’ possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STAcontrol. (diii) Except as described in the applicable issuer’s constating documents or Schedule A, as of the Closing Date, no Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Intercompany Securities and Intercompany Instruments owned by the Domestic Guarantors. (iv) The Securities and Intercompany Instruments that are Collateral owned by the Domestic Guarantors constitute, where applicable, the legal, valid and binding obligation of such Assignor the obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (ev) The grants of security and deliveries to the Administrative Agent by the Domestic Guarantors in certificated Securities constituting Collateral pursuant to the Security Documents to which such Domestic Guarantors are party create valid and perfected security interests created under this Agreement (when executed in such certificated Securities, and delivered by all parties hereto) the proceeds of them. Subject to Permitted Encumbrances, such Securities and the proceeds from them are effective not subject to create in favour any prior Encumbrance or any agreement purporting to grant to any third party an Encumbrance on the property or assets of the Collateral AgentDomestic Guarantors which would include the Securities. The Administrative Agent is entitled to all the rights, for priorities and benefits afforded by the benefit of the Secured CreditorsPersonal Property Security Act (Ontario), a legal, valid UCC or other relevant personal property securities legislation as enacted in any relevant jurisdiction (if and enforceable security interest in all right, title and interest of the Assignors in all of the Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral as applicable) to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no perfect security interests of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware of any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or Securities Accounts that are such Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.

Securities and Instruments. (ai) Annex G The Obligor is the legal and Annex H list beneficial owner of, and it has good and marketable title to all Collateral consisting of one or more Securities and it has sufficient interest in all Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no Lien, option or adverse claim whatsoever, except the Security Interest created by this security agreement); (ii) No person, firm or corporation has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Collateral consisting of Securities or Instruments; (iii) The Obligor has full power, authority and legal right to pledge all the Collateral consisting of Securities and Instruments owned or held pledged by such Assignor on the date of it pursuant to this Agreement. Annex G sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securities.security agreement; (biv) All of the Collateral consisting of Securities and Instruments that are Collateral have been, where applicable, has been duly and validly issued and acquired and are acquired, is fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are is subject to no options to purchase or similar rights.; (cv) Except as described in Annex G Each of the Instruments pledged hereunder, constitutes, or Annex H, no transfer restrictions apply when executed by the obligor thereof will to the Securities and Instruments listed in Annex G or Annex H. Each Assignor has delivered to the Collateral Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part knowledge of the Collateral is, and will be, a “security” for the purposes of the STA. (d) The Securities and Instruments that are Collateral Obligor constitute, where applicable, the legal, valid and binding obligation of such Assignor of such Securities and Instrumentsobligor, enforceable in accordance with their its terms, subject only except to any limitation under the extent that the enforceability thereof may be limited by applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyancereorganization, arrangement, reorganization moratorium or other similar laws generally affecting creditors’ ' rights generally, and by equitable principles (iiregardless of whether enforcement is sought in equity or at law); (vi) the discretion that a court may exercise in pledge, collateral assignment and delivery to the granting of equitable remedies. (e) The security interests created under this Agreement (when executed and delivered by all parties hereto) are effective to create in favour Collateral Agent of the Collateral Agent, for the benefit consisting of the Secured Creditors, certificated Securities pursuant to this security agreement creates a legal, valid and enforceable perfected first priority security interest in all right, title and interest of the Assignors in all of the Collateralsuch certificated Securities, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignorproceeds thereof, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests prior Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of any other Person such the Obligor which would include the Securities (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(sLiens) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware of is entitled to all the rights, priorities and benefits afforded by the PPSA or other relevant personal property securities legislation as enacted in any change in an “issuer’s jurisdiction” relevant jurisdiction to perfect security interests in respect of any uncertificated Securities that are Collateral or any change in a “securities intermediary’s jurisdiction” in respect of any security entitlements, financial assets or Securities Accounts that are such Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.; and

Securities and Instruments. (ai) Annex G and Annex H list all All Intercompany Securities and Intercompany Instruments owned or held by such Assignor on the date Domestic Guarantors have been, where applicable, duly and validly issued and acquired and, in the case of this Agreementthe Intercompany Securities and to the knowledge of the applicable Domestic Guarantors, are fully paid and non-assessable. Annex G As of the Closing Date, Schedule L sets out, for each class of such Securities listed in the such schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securitiesclass. (b) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rights. (cii) Except as described in Annex G or Annex Hthe applicable issuer’s constating documents, no transfer restrictions apply to the any Intercompany Securities and or Intercompany Instruments listed in Annex G or Annex H. Each Assignor has Schedule L, which, as of the Closing Date, sets forth a complete list of Intercompany Securities and Intercompany Instruments. The Domestic Guarantors have delivered to the Collateral Agent or the Administrative Agent, copies of all shareholder, partnership partnership, limited liability company or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s the Loan Parties’ possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STAcontrol. (diii) Except as described in the applicable issuer’s constating documents or Schedule A, as of the Closing Date, no Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by Law, pre- emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Intercompany Securities and Intercompany Instruments owned by the Domestic Guarantors. (iv) The Securities and Intercompany Instruments that are Collateral owned by the Domestic Guarantors constitute, where applicable, the legal, valid and binding obligation of such Assignor the obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (ev) The grants of security interests created under this Agreement (when executed and delivered by all parties hereto) are effective deliveries to create in favour of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Assignors in all of the Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware or the Administrative Agent by the Domestic Guarantors in certificated Securities constituting Collateral pursuant to the Security Documents to which such Domestic Guarantors are party create valid and perfected security interests in such certificated Securities, and the proceeds of them. Subject to Permitted Encumbrances, such Securities and the proceeds from them are not subject to any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral prior Encumbrance or any change in a “securities intermediary’s jurisdiction” in respect of agreement purporting to grant to any security entitlements, financial third party an Encumbrance on the property or assets or Securities Accounts that are Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to Domestic Guarantors which would include the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.

Securities and Instruments. (ai) Annex G and Annex H list all All Intercompany Securities and Intercompany Instruments owned or held by such Assignor on the date Domestic Guarantors have been, where applicable, duly and validly issued and acquired and, in the case of this Agreementthe Intercompany Securities and to the knowledge of the applicable Domestic Guarantors, are fully paid and non-assessable. Annex G As of the Second Amendment Effective Date, Schedule L sets out, for each class of such Securities listed in the such schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class and whether the Securities are certificated securities or uncertificated securitiesclass. (b) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable (subject to the assessibility of any ULC Shares) and are subject to no options to purchase or similar rights. (cii) Except as described in Annex G or Annex Hthe applicable issuer’s constating documents, no transfer restrictions apply to the any Intercompany Securities and or Intercompany Instruments listed in Annex G or Annex H. Each Assignor has Schedule L, which, as of the Second Amendment Effective Date, sets forth a complete list of Intercompany Securities and Intercompany Instruments. The Domestic Guarantors have delivered to the Collateral Agent or the Administrative Agent, copies of all shareholder, partnership partnership, limited liability company or trust agreements applicable to each issuer of such Securities and Instruments which are in such Assignor’s the Loan Parties’ possession and confirms that any interest in a partnership or limited liability company that now, or at any time, forms part of the Collateral is, and will be, a “security” for the purposes of the STAcontrol. (diii) Except as described in the applicable issuer’s constating documents or Schedule A, as of the Second Amendment Effective Date, no Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Intercompany Securities and Intercompany Instruments owned by the Domestic Guarantors. (iv) The Securities and Intercompany Instruments that are Collateral owned by the Domestic Guarantors constitute, where applicable, the legal, valid and binding obligation of such Assignor the obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (ev) The grants of security interests created under this Agreement (when executed and delivered by all parties hereto) are effective deliveries to create in favour of the Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Assignors in all of the Collateral, and when proper PPSA financing change statements have been filed in the appropriate filing offices against each Assignor, the Collateral Agent, for the benefit of the Secured Creditors, shall have a perfected security interest in all Collateral to the extent such security interest can be perfected by filing a PPSA financing change statement under the PPSA subject to no security interests of any other Person (other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.02(s) of the Credit Agreement are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding), subject to the terms of the Intercreditor Agreement at any times that Permitted Additional Secured Indebtedness is outstanding, Permitted Liens described in Section 10.01(s) of the Credit Agreement). (f) Such Assignor has not consented to, will not consent to, and has no knowledge of any control by any person with respect to any Collateral other than the Collateral Agent. (g) Such Assignor will notify the Collateral Agent immediately upon becoming aware or the Administrative Agent by the Domestic Guarantors in certificated Securities constituting Collateral pursuant to the Security Documents to which such Domestic Guarantors are party create valid and perfected security interests in such certificated Securities, and the proceeds of them. Subject to Permitted Encumbrances, such Securities and the proceeds from them are not subject to any change in an “issuer’s jurisdiction” in respect of any uncertificated Securities that are Collateral prior Encumbrance or any change in a “securities intermediary’s jurisdiction” in respect of agreement purporting to grant to any security entitlements, financial third party an Encumbrance on the property or assets or Securities Accounts that are Collateral. For the purpose of this Section 3.6, (i) references to the term “Instrument” shall be limited to subsection (i) and (v) of the definition of “Instrument” and shall only refer to Instruments with a value equal to US$3,000,000 or more constituting Collateral and (ii) references to Domestic Guarantors which would include the term “Securities” shall be limited to Securities in the Subsidiaries of such Assignor.