Substitute Assets. The Guarantor, by way of security for the performance, payment and discharge of the Secured Obligations, subject to Article 3 (Release of Charged Property), hereby grants to the Bond Trustee a first priority security interest in all of its right, title, interest and benefit in, to and under or in respect of all Substitute Assets for the time being owned by it, including all related securities entitlements and all credit balances, financial assets and funds, income and proceeds payable thereunder or credited to any related securities account and all rights in respect of or ancillary to such Substitute Assets, securities accounts, securities entitlements, credit balances and financial assets. The Guarantor shall hold any of its security entitlements in a securities account that (i) is maintained in the name of the Guarantor at an office of a securities intermediary located in Ontario, and (ii) together with all financial assets credited thereto and all related security entitlements, is subject to a Securities Account Control Agreement (as defined below) among the Guarantor, the Bond Trustee and such securities intermediary (“Controlled Securities Account”). The Guarantor shall, at the request of the Bond Trustee (in the Bond Trustee’s sole discretion), (i) enter into and cause any securities intermediary holding a securities account in respect of Substitute Assets to enter into a securities account control agreement in form and substance satisfactory to the Bond Trustee acting reasonably (a “Securities Account Control Agreement”) in respect of all Substitute Assets constituting security entitlements of the Guarantor, and (ii) deliver each such Securities Account Control Agreement to the Bond Trustee. The Guarantor shall cause all Substitute Assets underlying any security entitlements acquired by the Guarantor after the date hereof to be credited to a Controlled Securities Account. For greater certainty, at no time shall any Substitute Assets acquired by the Guarantor be held in the name of the Seller. The Bond Trustee will be entitled to deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct.
Substitute Assets. Any monies which under the trusts of this Agreement ought to or may be invested by the Bond Trustee (or by the Cash Manager or any other agent on its behalf) after the Security created under or pursuant to this Agreement shall have become enforceable may be invested in the name of the Bond Trustee or in the name of any nominee on its behalf and under the control of the Bond Trustee in any Substitute Assets and the Bond Trustee may at any time vary or transfer (or direct the Cash Manager to vary or transfer) any of such Substitute Assets for or into other such Substitute Assets as the Bond Trustee in its absolute discretion may determine, and shall not be responsible (save where any loss results from the Bond Trustee's breach of trust, fraud, wilful default or negligence or that of its officers or employees) for any loss occasioned by reason of any such Substitute Assets whether by depreciation in value or otherwise, provided that such Substitute Assets were made in accordance with the foregoing provisions. If a bank or institution with which any monies placed on deposit in accordance with this clause is the Bond Trustee or an affiliate of the Bond Trustee, it need only account for an amount of interest equal to the amount of interest which would, at then current rates, be payable by it on such a deposit to an independent customer.
