Common use of Operating Rights Clause in Contracts

Operating Rights. (a) Notwithstanding anything to the contrary contained in any other provision of this Security Agreement, if the Company cannot lawfully grant the Security in any agreement, right, franchise, equipment lease or sublease, Intellectual Property right or Licence in which it now or hereafter has rights (each, an “Operating Right”) because the terms of such Operating Right prohibit or restrict such Security, the Operating Right requires the consent of any person which has not been obtained or the grant of such Security in the Operating Right would contravene or is void under any applicable statute or regulation, result in a material loss and expense to the Company or (in the judgment of the Collateral Agent) materially adversely affect the Security in any material way in any other Collateral, that Operating Right shall not, to the extent it would be illegal, void, result in a material loss and expense to the Company or materially adversely affect the Security in any material way in other Collateral (each, a “Prescribed Operating Right”), be subject to the Security (save to the extent provided below) unless and until such agreements, consents, waivers and approvals as may be required to avoid such illegality, voidness, material loss and expense or material adverse effect have been obtained (“Required Approvals”). The Security shall nonetheless immediately attach to any rights of the Company arising under, by reason of, or otherwise in respect of such Prescribed Operating Right, such as the right to receive payments thereunder and all Proceeds and Replacements of the Prescribed Operating Right (“Related Rights”), (i) if and to the extent and as at the time such attachment to the Related Rights is not illegal, void, would not result in a material loss and expense to the Company or materially adversely affect the Security in any material way in any other Collateral, (ii) if such prohibition or restriction is not enforceable against third parties such as the Collateral Agent or (iii) if an Event of Default occurs. (b) To the extent permitted by applicable statute or regulation, the Company will hold in trust for the Holder Parties, and provide the Holder Parties with the benefits of, each Prescribed Operating Right and following the occurrence of an Event of Default and while it is continuing, will enforce all Prescribed Operating Rights at the direction of the Collateral Agent for the benefit of the Holder Parties or at the direction of such other person (including any purchaser of Collateral from the Collateral Agent or any Receiver) as the Collateral Agent may designate, provided that until the security interest created hereby becomes enforceable, the Company shall, to the extent permitted by the Indenture, be entitled to receive all proceeds relating to the Prescribed Operating Rights, subject to the Security.

Operating Rights. (a) Notwithstanding anything to the contrary contained in any other provision of this Security Agreementherein, if the Company Corporation cannot lawfully grant the Security in any agreement, right, franchise, equipment lease or sublease, Intellectual Property right or Licence comprised in the Collateral Property in which it now or hereafter has rights (each, an “Operating Rightoperating rights”) because the nature or terms of such Operating Right the operating rights prohibit or restrict such Security, the Operating Right requires nature or terms of the operating rights require the consent of any person which has not been obtained or the grant of such Security in the Operating Right operating rights would contravene or is be void under any applicable statute or regulation, result in a material loss and expense to the Company or (in the judgment of the Collateral Agent) materially adversely affect the Security in any material way in any other Collateral, that Operating Right those operating rights shall not, to the extent it would be illegal, void, void or result in a material loss and expense to the Company or materially adversely affect the Security in Corporation (any material way in other Collateral (eachsuch operating rights, a “Prescribed Operating RightRights”), be subject to the Security (save to the extent provided below) unless and until such agreements, consents, waivers and approvals as may be required to avoid such illegality, voidness, material voidness or loss and expense or material adverse effect have been obtained (“Required Approvals”). The Security shall nonetheless immediately attach to any rights of the Company Corporation arising under, by reason of, or otherwise in respect of such Prescribed Operating Rightoperating rights, such as the right to receive payments thereunder and all Proceeds and Replacements of the Prescribed Operating Right those DM_MTL/017234.00001/2987689.3 operating rights (“Related Rights”), (i) if and to the extent and as at the time such attachment to the Related Rights is not illegal, void, void or would not result in a material loss and expense to the Company or materially adversely affect the Security in any material way in any other Collateral, (ii) if such prohibition or restriction is not enforceable against third parties such as the Collateral Agent or (iii) if an Event of Default occursCorporation. (b) To the extent permitted by applicable statute or regulation, the Company Corporation will hold in trust for the Holder PartiesLender, and, if a Default has occurred and is continuing, the Corporation shall (i) provide the Holder Parties Lender with the benefits of, each Prescribed Operating Right and following the occurrence of an Event of Default and while it is continuing, will enforce all Prescribed Operating Rights and (ii) enforce all Related Rights at the direction of the Collateral Agent for the benefit of the Holder Parties Lender or at the direction of such other person (including any purchaser of Collateral Property from the Collateral Agent Lender or any Receiver) as the Collateral Agent Lender may designate, provided that until the security interest created hereby becomes enforceable, the Company . (c) The Corporation shall, at the time it enters into an IP Licence, other than an IP Licence of “off-the-shelf”, “shrink-wrap” and “click-wrap” software, use commercially reasonable efforts to obtain from the licensor or licencee (as applicable) under such IP Licence (i) a consent to the extent permitted Security in such IP Licence and related Intellectual Property, including all of the Corporation’s rights thereto, and to any disposition thereof pursuant to ARTICLE 6 and (ii) an agreement that neither the Lender nor any Receiver shall have any obligations to such licensor or licencee (as applicable) by reason only of such Security or disposition. (d) The Corporation shall forthwith use commercially reasonable efforts to obtain, as soon as reasonably practicable, all Required Approvals and acknowledgments of the Indenture, be entitled nature referred to receive all proceeds relating to the Prescribed Operating Rights, subject to the Securityin Subsection 3.12(c).

Operating Rights. (a) Notwithstanding anything to the contrary contained in any other provision of this Security Agreement, if the Company cannot lawfully grant the Security in any agreement, right, franchise, equipment lease or sublease, Intellectual Property right or Licence in which it now or hereafter has rights (each, an “Operating Right”) because the terms of such Operating Right prohibit or restrict such Security, the Operating Right requires the consent of any person which has not been obtained or the grant of such Security in the Operating Right would contravene or is void under any applicable statute or regulation, result in a material loss and expense to the Company or (in the judgment of the Collateral Agent) materially adversely affect the Security in any material way in any other Collateral, that Operating Right shall not, to the extent it would be illegal, void, result in a material loss and expense to the Company or materially adversely affect the Security in any material way in other Collateral (each, a “Prescribed Operating Right”), be subject to the Security (save to the extent provided below) unless and until such agreements, consents, waivers and approvals as may be required to avoid such illegality, voidness, material loss and expense or material adverse effect have been obtained (“Required Approvals”). The Security shall nonetheless immediately attach to any rights of the Company arising under, by reason of, or otherwise in respect of such Prescribed Operating Right, such as the right to receive payments thereunder and all Proceeds and Replacements of the Prescribed Operating Right (“Related Rights”), (i) if and to the extent and as at the time such attachment to the Related Rights is not illegal, void, would not result in a material loss and expense to the Company or materially adversely affect the Security in any material way in any other Collateral, (ii) if such prohibition or restriction is not enforceable against third parties such as the Collateral Agent or (iii) if an Event of Actionable Default occurs. (b) To the extent permitted by applicable statute or regulation, the Company will hold in trust for the Holder PartiesBeneficiaries, and provide the Holder Parties Beneficiaries with the benefits of, each Prescribed Operating Right and following the occurrence of an Event of Actionable Default and while it is continuing, will enforce all Prescribed Operating Rights at the direction of the Collateral Agent for the benefit of the Holder Parties Beneficiaries or at the direction of such other person (including any purchaser of Collateral from the Collateral Agent or any Receiver) as the Collateral Agent may designate, provided that until the security interest created hereby becomes enforceable, the Company shall, to the extent permitted by the IndentureSecured Debt Documents, be entitled to receive all proceeds relating to the Prescribed Operating Rights, subject to the Security.