Common use of Security over Assets Clause in Contracts

Security over Assets. (1) To secure the performance of the Obligations and Other Secured Obligations, each Obligor organized in Canada or the United States or which has assets located in Canada and the United States must provide in favour of the Agent and the Lenders security over all of its material personal and real property, tangible and intangible, present and future, provided that, subject to the following sentence, such security shall only be required to be created and perfected under the laws in effect in Canada and the United States. The Equity Interest of the Borrower and its Subsidiaries in Material Subsidiaries must also be pledged to the Agent and the Lenders. The Borrower must ensure, to the extent permitted by law, that such Equity Interests are evidenced by certificates and must deliver to the Agent all such certificates (along with stock powers duly executed in blank). The Borrower shall not be required to deliver or cause the delivery of security by a Material Subsidiary or a pledge of the Equity Interests of a Material Subsidiary if doing so is prohibited by or exceeds the amount permitted by Applicable Law (in which case the security of such Material Subsidiary will be limited to such maximum amount) or if the Agent, in consultation with the Borrower, determines that the cost of obtaining such security or pledge is excessive in relation to the value of the security or pledge to the Lenders. The Agent confirms that, in accordance with the foregoing, the Agent has determined that no pledge shall be required in respect of the Equity Interests of any Subsidiary incorporated under the laws of Burkina Faso. (2) Notwithstanding Section 3.2(1), until the occurrence and during the continuance of an Event of Default, the security to be provided by any Obligor shall not be required to be perfected on mining rights other than those associated with the mines commonly known as Côté Gold, Ontario and Westwood, Québec (as such mines are further described in the Security Documents). For greater certainty, any Obligor may sell or otherwise dispose of, or deal with, any mining rights in respect of which the security is not required to be perfected, unless an Event of Default has occurred and is continuing or unless such sale, disposition or other dealing would be prohibited by Section 7.5. The Agent and the Lenders agree that, at the request and expense of the Borrower, the Agent and the Lenders will promptly provide any further assurances that may be reasonably necessary in connection with any sale, disposition or other dealing with any mining rights in accordance with this Section 3.2(2).

Security over Assets. (1) 4.2.1 To secure the performance of the Obligations and Other Secured Obligations, on the Closing Date, each Obligor organized in Canada or the United States or which has assets located in Canada and or the United States must provide shall provide, in favour of the Agent and the Lenders Lenders, security over all of its material personal and real property, tangible and intangible, present and future, provided that, such Security shall rank subordinate in priority only to the extent required pursuant to the Intercreditor Agreement, and subject to Permitted Liens. The Security Documents shall be governed by the following sentencelaws of Canada and the United States (or any province, such security territory or state thereof, as applicable) and shall only be required to be created and perfected under the laws in effect in Canada and the United StatesStates (or any province, territory or state thereof, as applicable), as applicable. The Equity Interest Capital Stock of each of the Borrower and its Subsidiaries in Borrower's Material Subsidiaries must shall also be pledged to the Agent and the LendersLenders pursuant to the Security Documents. The Borrower must shall ensure, to the extent permitted by law, Applicable Law that such Equity Interests are Capital Stock is evidenced by certificates and must shall, subject to the Intercreditor Agreement, deliver to the Agent all such certificates (along with stock powers duly executed in blank). . 4.2.2 Following the Closing Date, subject to Section 4.2.3, the Borrower shall cause each Material Subsidiary to provide perfected second-lien Security (i) in respect of Security over Property located in Canada or the United States, within thirty (30) days (A) of becoming a Material Subsidiary or (B) if already a Material Subsidiary, of acquiring Property after the Closing Date which is not already covered by the Security provided by such Material Subsidiary; and (ii) in respect of Security over Property located in any jurisdiction other than Canada or the United States, as soon as reasonably practicable and in any event within ninety (90) days (A) of becoming a Material Subsidiary; or (B) if already a Material Subsidiary, of acquiring Property after the Closing Date which is not already covered by the Security provided by such Material Subsidiary. 4.2.3 The Borrower shall not be required to deliver or cause the delivery of security Security by a Material Subsidiary or a pledge of the Equity Interests Capital Stock of a Material Subsidiary if doing so is prohibited by or exceeds the amount permitted by Applicable Law (in which case the security Security of such Material Subsidiary will be limited to such maximum amount) or if the Agent, in consultation with Agent and the Borrower, determines Borrower reasonably determine that the cost (including any adverse Tax consequences) of obtaining any such security Security or pledge is excessive in relation light of the benefit to the value of the security or pledge to the LendersAgent and Xxxxxxx afforded thereby. The Agent confirms that, in accordance with the foregoing, the Agent has determined that no pledge shall be required in respect of the Equity Interests Capital Stock of any Subsidiary incorporated under the laws of Burkina Faso. (2) 4.2.4 Notwithstanding Section 3.2(1)4.2.1, until the occurrence and during the continuance of an Event of Default, the security Security to be provided by any Obligor shall not be required to be perfected on mining rights other than those associated with the mines commonly known as Côté Gold, Ontario Project and the mine located in Westwood, Québec (as such mines are further described in the Security Documents). For greater certainty, any Obligor may sell or otherwise dispose of, or deal with, any mining rights in respect of which the security Security is not required to be perfected, unless an Event of Default has occurred and is continuing or unless such sale, disposition or other dealing would be prohibited by Section 7.57.4.3. The Agent and the Lenders agree that, at the request and expense of the Borrower, the Agent and the Lenders will promptly provide any further assurances that may be reasonably necessary in connection with any sale, disposition or other dealing with any mining rights in accordance with permitted under Section 7.4.3, unless an Event of Default has occurred and is continuing. 4.2.5 The Security provided under this Section 3.2(2)4.2 shall be, in all material respects, substantially the same in form and substance as the security provided by the Obligors in connection with the Senior Credit Facility, unless otherwise agreed by the Borrower, the agent under the Senior Credit Facility and the Agent, and in each case subject to the Intercreditor Agreement.