Common use of Collateral and Security Clause in Contracts

Collateral and Security. Section 10.01 Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt; Sharing Confirmation. Notwithstanding (1) anything to the contrary contained in the Security Documents, (2) the time of incurrence of any Series of Priority Lien Debt, (3) the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or any other Obligor to secure any of the Priority Lien Debt shall secure, equally and ratably, all present and future Priority Lien Obligations; and (B) all proceeds of all Liens at any time granted by the Company or any Obligor to secure any of the Priority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, each present and future Priority Debt Representative, the Priority Lien Agent and the Collateral Trustee as holder of Priority Liens. Each future Series of Priority Lien Debt will be required to include a Sharing Confirmation at the time of incurrence of such Series of Priority Lien Debt. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 Equal The due and Ratable Sharing punctual payment of Collateral the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by Holders acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes and performance of Parity Lien Debt; Sharing Confirmation. Notwithstanding (1) anything all other Obligations of the Issuer and the Guarantors to the contrary contained Holders or the Trustee and the Second Lien Collateral Agent under the Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure such Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (2) including the provisions providing for the possession, use, release and foreclosure of Collateral), the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture, as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of incurrence the Indenture, and authorizes and directs the Second Lien Collateral Agent to enter into the Security Documents, the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms of the Indenture and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Second Lien Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents, by the Intercreditor Agreement and by any Series other intercreditor agreement entered into pursuant to the terms of Priority Lien Debtthe Indenture, as from time to time constituted, so as to render the same available for the security and benefit of the Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Guarantors to, take any and all actions and make all filings (3) including the order or method filing of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of UCC financing statements, mortgages or other documents filed or recorded continuation statements and amendments thereto) required to perfect any cause the Security Documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors to the Secured Parties under the Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien upon any Collateraland security interest in and on all of the Collateral (subject to the terms of the Indenture, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or Intercreditor Agreement, any other Obligor intercreditor agreement entered into pursuant to secure any the terms of the Priority Lien Debt shall secureIndenture and the Security Documents), equally and ratably, all present and future Priority Lien Obligations; and (B) all proceeds of all Liens at any time granted by the Company or any Obligor to secure any in favor of the Priority Second Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended Agent for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, each present and future Priority Debt Representativeitself, the Priority Lien Agent Holders and the Collateral Trustee as holder of Priority subject to no Liens other than Permitted Liens. Each future Series of Priority Lien Debt will be required to include a Sharing Confirmation at the time of incurrence of such Series of Priority Lien Debt. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 Equal The due and Ratable Sharing punctual payment of Collateral the principal of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Company to the Holders of Parity Lien Debt; Sharing Confirmation. Notwithstanding (1) anything Notes or the Trustee under this Indenture and the Notes, according to the contrary contained terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents which the Company has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of the Collateral Documents) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, (2) and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral Documents contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of incurrence this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any Series and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of Priority the Company hereunder, a valid and enforceable perfected first priority Lien Debt, (3) in and on all the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or any other Obligor to secure any in favor of the Priority Lien Debt shall secure, equally and ratably, all present and future Priority Lien Obligations; and (B) all proceeds of all Liens at any time granted by the Company or any Obligor to secure any of the Priority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended Agent for the benefit ofof the Holders of Notes, superior to and will be enforceable as a prior to the rights of all third party beneficiary by, each present Persons and future holder of Priority Lien Obligations, each present and future Priority Debt Representative, the Priority Lien Agent and the Collateral Trustee as holder of Priority subject to no other Liens than Permitted Liens. Each future Series of Priority Lien Debt will be required to include a Sharing Confirmation at the time of incurrence of such Series of Priority Lien Debt. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 Equal The due and Ratable Sharing punctual payment of Collateral the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by Holders of Parity Lien Debt; Sharing Confirmation. Notwithstanding acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, interest (1) anything to the contrary contained extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company under this Indenture and the Notes, valid and enforceable, perfected (2except as expressly provided therein and for such liens that can not be perfected by the filing of a mortgage or financing statement in an appropriate office) Liens in and on all the time of incurrence of any Series of Priority Lien Debt, (3) the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or any other Obligor to secure any in favor of the Priority Lien Debt shall secureTrustee, equally superior to and ratably, all present and future Priority Lien Obligations; and (B) all proceeds prior to the rights of all Liens at any time granted by the Company or any Obligor to secure any of the Priority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended for the benefit ofthird persons, and will be enforceable subject to no other Liens, other than as a third party beneficiary by, each present provided herein and future holder of Priority Lien Obligations, each present and future Priority Debt Representative, the Priority Lien Agent and the Collateral Trustee as holder of Priority Liens. Each future Series of Priority Lien Debt will be required to include a Sharing Confirmation at the time of incurrence of such Series of Priority Lien Debttherein. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 Equal The Collateral (a) The Company hereby appoints AST Trust Company (Canada) to act as Collateral Agent in accordance with the terms hereof, and Ratable Sharing each Holder by its acceptance of Collateral by Holders of Parity Lien Debt; Sharing Confirmationany Notes and the Note Guarantees, irrevocably consents and agrees to such appointment. Notwithstanding (1) anything to the contrary contained herein, the Collateral Agent shall have the privileges, powers and immunities set forth in this Indenture and the Collateral Documents. The Collateral Agent is a party hereto solely for the purposes of accepting and acknowledging such appointment, and has no other rights or duties hereunder. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and overdue interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.06 and Section 8.05(b) herein, and the Notes, the Note Guarantees and the Collateral Documents, shall be secured by Second Ranking Liens and security interests in the Security Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Collateral Documents. The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of the Secured Parties, in each case pursuant to the terms of the Collateral Documents, and the Collateral Agent (2and, if necessary, the Trustee) are hereby authorized to execute and deliver the time of incurrence Collateral Documents. (b) The Trustee and each Holder, by its acceptance of any Series Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of Priority the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights, powers and discretions under the Collateral Documents in accordance therewith. (c) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Holders, the Trustee and the Collateral Agent, and that the Lien Debtrelating to this Indenture and the Collateral Documents in favour of the Holders, the Trustee and the Collateral Agent is subject to and qualified and limited in all respects by the Collateral Documents (3including the Intercreditor Agreement) the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or and actions that may be taken thereunder and that all Collateral Documents and other documents filed and agreements delivered in connection therewith shall be on substantially the same terms as those delivered in favour of the Senior Agent under the Credit Facility and all filings or recorded to perfect registrations delivered or made in connection therewith shall be substantially similar in scope and made in the same registries as those made in favour of the Senior Agent under the Credit Facility. (d) For greater certainty, for the purposes of holding any Lien upon any Collateral, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or any other Obligor Guarantor pursuant to the laws of the province of Québec pursuant to the Collateral Documents, the Trustee and the Holders hereby acknowledge that the Collateral Agent shall be and act as the hypothecary representative of the Trustee and all Holders for all purposes of Article 2692 of the Civil Code of Québec. The Trustee and each Holder, by accepting the Notes and the Note Guarantees, therefore appoints, to the extent necessary, the Collateral Agent as its hypothecary representative to hold the Liens created pursuant to such Collateral Documents in order to secure any of the Priority Lien Debt shall secureobligations under the Indenture, equally and ratably, all present and future Priority Lien Obligations; and (B) all proceeds of all Liens at any time granted by the Company or any Obligor to secure any of the Priority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of DefaultNotes, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Priority Lien Obligations, each present and future Priority Debt Representative, the Priority Lien Agent Note Guarantees and the Collateral Documents. The Collateral Agent accepts its appointment and agrees to act as the hypothecary representative of the Trustee as holder and the Holders for all purposes of Priority Liens. Each future Series Article 2692 of Priority Lien Debt will be required to include a Sharing Confirmation at the time Civil Code of incurrence of such Series of Priority Lien DebtQuébec. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 Equal The due and Ratable Sharing punctual payment of Collateral the principal of and interest on the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by Holders acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of Parity Lien Debt; Sharing Confirmation. Notwithstanding and interest (1) anything to the contrary contained extent permitted by law), if any, on the Securities and performance of all other Obligations of the Company to the Holders or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, shall be secured as provided herein and in the Security Collateral Documents. Each Holder, by its acceptance of a Security, consents and agrees to the terms hereof and of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions hereof and of the Collateral Documents, (2) to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Documents, as from time to time constituted, so as to render the same available for the security and benefit of incurrence this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take any Series and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of Priority Lien Debtthe Company under this Indenture and the Securities, (3) valid and enforceable, perfected Liens in and on all the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or any other Obligor to secure any in favor of the Priority Lien Debt shall secureTrustee, equally superior to and ratably, all present and future Priority Lien Obligations; and (B) all proceeds prior to the rights of all Liens at any time granted by the Company or any Obligor to secure any of the Priority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended for the benefit ofthird persons, and will be enforceable subject to no other Liens, other than as a third party beneficiary by, each present provided herein and future holder of Priority Lien Obligations, each present and future Priority Debt Representative, the Priority Lien Agent and the Collateral Trustee as holder of Priority Liens. Each future Series of Priority Lien Debt will be required to include a Sharing Confirmation at the time of incurrence of such Series of Priority Lien Debttherein. Section 10.02 [Reserved]

Collateral and Security. Section 10.01 Equal The due and Ratable Sharing punctual payment of Collateral the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by Holders of Parity Lien Debt; Sharing Confirmation. Notwithstanding acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, interest (1) anything to the contrary contained extent permitted by law), if any, on the Notes and performance of all other Obligations of the Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Collateral Documents. Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms thereof and hereof and authorizes and directs the Trustee to enter into each of the Collateral Documents and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. The Company will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents, to assure and confirm to the Trustee the security interest in the Collateral contemplated hereby and by the Collateral Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Company under this Indenture and the Notes, valid and enforceable, perfected (2) except as expressly provided therein), Liens in and on all the time of incurrence of any Series of Priority Lien Debt, (3) the order or method of attachment or perfection of any Liens securing any Series of Priority Lien Debt, (4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral, (5) the time of taking possession or control over any Collateral or (6) the rules for determining priority under any law governing relative priorities of Liens: (A) all Liens at any time granted by the Company or any other Obligor to secure any in favor of the Priority Lien Debt shall secureTrustee, equally superior to and ratably, all present and future Priority Lien Obligations; and (B) all proceeds prior to the rights of all Liens at any time granted by the Company or any Obligor to secure any of the Priority Lien Debt and other Priority Lien Obligations shall be allocated and distributed equally and ratably on account of the Priority Lien Debt and other Priority Lien Obligations; provided, that, for the avoidance of doubt, in the absence of an Event of Default, the Company shall be entitled to utilize cash proceeds of Collateral in the ordinary course of its business. The foregoing provision is intended for the benefit ofthird persons, and will be enforceable subject to no other Liens, other than as a third party beneficiary by, each present provided herein and future holder of Priority Lien Obligations, each present and future Priority Debt Representative, the Priority Lien Agent and the Collateral Trustee as holder of Priority Liens. Each future Series of Priority Lien Debt will be required to include a Sharing Confirmation at the time of incurrence of such Series of Priority Lien Debttherein. Section 10.02 [Reserved]