Common use of Remedies; Obtaining the Collateral Upon Default Clause in Contracts

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any Orders, the Lender, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and may: (a) instruct the obligor or obligors on any agreements, instrument or other obligation constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument or agreement directly to the Lender or to any Cash Collateral Account; (b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all the proceeds of any such sale, assignment or liquidation; (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (d) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower in writing to deliver the same to the Lender at any place or places designated by the Lender, in which event the Borrower shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender, and (ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 9.2.

Remedies; Obtaining the Collateral Upon Default. Upon Each Assignor agrees that, upon the occurrence and during the continuance of an Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any OrdersDefault, the LenderCollateral Trustee, in addition to any rights now or hereafter existing under applicable law, law and without application to or order under the other provisions of either Bankruptcy Courtthis Agreement and any other Parity Lien Document, shall have all rights as a secured creditor under the Uniform Commercial Code Code, and PPSA such additional rights and remedies to which a secured creditor is entitled under the laws in all relevant jurisdictions effect in any jurisdiction where any rights and may:remedies hereunder may be asserted, including without limitation, the following (in each case subject to the terms of the Collateral Trust Agreement): (a) Collateral Trustee without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Assignor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Assignors to, and each Assignor hereby agrees that it will at its own expense and upon request of Collateral Trustee forthwith, assemble all or part of the Collateral as directed by Collateral Trustee and make it available to Collateral Trustee at one or more locations where such Assignor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Trustee’s offices or elsewhere, for cash, on credit, and upon such other terms as Collateral Trustee may deem commercially reasonable. Each Assignor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the applicable Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Assignor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code. Each Assignor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and an Assignor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. (b) Collateral Trustee may instruct the obligor or obligors on any agreementsagreement, instrument or other obligation (including the Accounts and the Contracts) constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such agreement, instrument or agreement other obligation directly to the Lender or to Collateral Trustee and may exercise any Cash Collateral Account; (b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or and all remedies of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all the proceeds such Assignor in respect of any such sale, assignment or liquidation;Collateral. (c) require that the Borrower deposit Each Assignor hereby grants to Collateral Trustee a license or other right to use, license and sublicense without liability for royalties or any Arbitration Proceeds received other charge, all such Assignor’s Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by the Borrower any Assignor or with respect to which any Assignor has rights under license, sublicense, or other agreements (including any Intellectual Property Contract), as it pertains to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Caseto exercise any other rights and remedies under this Article VI, orin preparing for sale, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List)advertising for sale and selling any Collateral, and apply to such court to have the amounts contemplated by Exhibit F paid out of court each Assignor’s rights under all licenses and deposited all franchise agreements shall inure to the appropriate Cash benefit of Collateral Account or paid to the Lender;Trustee. (d) take possession Any cash held by Collateral Trustee as Collateral and all cash proceeds received by Collateral Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Collateral Trust Agreement. (e) Collateral Trustee may, in addition to other than rights and remedies provided for herein, in the Arbitration Proceeding Rightsother Parity Lien Documents, prior or otherwise available to it under applicable law and without the requirement of notice to or upon any Assignor or any other Person (which notice is hereby expressly waived to the Final Award Date) maximum extent permitted by the Code or any part thereofother applicable law), by directing the Borrower in writing (i) with respect to deliver the same to the Lender at any place or places designated by the LenderAssignor’s Deposit Accounts, including any Blocked Accounts, in which event Collateral Trustee’s Liens are perfected by control under Section 9-104 of the Borrower shall at its own expense: (i) forthwith cause Code, instruct the same bank maintaining such Deposit Account for the applicable Assignor to be moved pay the balance of such Deposit Account to or for the place or places so designated by the Lender benefit of Collateral Trustee, and there delivered to the Lender, and (ii) store with respect to any Assignor’s Securities Accounts in which Collateral Trustee’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Assignor to (A) transfer any cash in such Securities Account to or for the benefit of Collateral Trustee, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and keep transfer the cash proceeds thereof to or for the benefit of Collateral Trustee. (f) Collateral Trustee may take any other action as specified in clauses (a) through (e), inclusive, of Section 9-607 of the Code. Each Assignor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing, Collateral so delivered Trustee shall have the right to an immediate writ of possession without notice of a hearing. Collateral Trustee shall have the right to the Lender at appointment of a receiver for the properties and assets of each Assignor, and each Assignor hereby consents to such place rights and such appointment and hereby waives any objection such Assignor may have thereto or places pending further action the right to have a bond or other security posted by the Lender as provided in Section 9.2Collateral Trustee.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Each Grantor agrees that, if any Event of Default (whether or not any demand by the Lender for payment is made) to the extent any shall have occurred and be continuing, then and in every such action is not prohibited by any Orderscase, the LenderCollateral Agent, in addition to any rights now or hereafter existing under applicable law, law and without application to or order under the other provisions of either Bankruptcy Courtthis Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the Uniform Commercial Code and PPSA laws in effect in all relevant jurisdictions and may: (ai) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from such Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Grantor; (ii) instruct the obligor or obligors on any agreementsagreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such agreement, instrument or agreement other obligation directly to the Lender or to Collateral Agent and may exercise any Cash Collateral Accountand all remedies of such Grantor in respect of such Collateral; (biii) sell, assign or otherwise liquidateliquidate any or all of the Collateral or any part thereof in accordance with Section 5.2 hereof, or direct the Borrower relevant Grantor to sell, assign or otherwise liquidate, liquidate any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and and, in each case, take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation; (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (div) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower relevant Grantor in writing to deliver the same to the Lender Collateral Agent at any reasonable place or places designated by the LenderCollateral Agent, in which event the Borrower such Grantor shall at its own expense: (ix) forthwith cause the same to be moved to the place or places so designated by the Lender Collateral Agent and there delivered to the Lender, andCollateral Agent; (iiy) store and keep any Collateral so delivered to the Lender Collateral Agent at such place or places pending further action by the Lender Collateral Agent as provided in Section 9.2.5.2 hereof; and (z) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain it in good condition;

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an If any Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any Orders, the Lender, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and mayoccurred or be continuing: (a) instruct The Collateral Agent may exercise in respect of the obligor Collateral, in addition to other rights and remedies provided for herein, in the other Loan Documents, or obligors otherwise available to it, all the rights and remedies of a secured party on default under the UCC or any agreementsother applicable law. Without limiting the generality of the foregoing, instrument each Grantor expressly agrees that, in any such event, the Collateral Agent without demand of performance or other obligation constituting demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any of the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable law), may take immediate possession of all or any portion of the Collateral and (other than i) require the Arbitration Proceeding RightsGrantors to, prior and each Grantor hereby agrees that it will at its own expense and upon request of the Collateral Agent, forthwith assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Final Award DateCollateral Agent at one or more locations where such Grantor regularly maintains Inventory and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to any of the Grantors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral Agent shall not be obligated to make any payment required sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the terms of time and place fixed therefor, and such instrument or agreement directly sale may, without further notice, be made at the time and place to the Lender or to any Cash Collateral Account;which it was so adjourned. (b) sellThe Collateral Agent is hereby granted a license or other right to use, assign without liability for royalties or otherwise liquidateany other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of the Grantors or with respect to which any of the Grantors have rights under license, sublicense, or direct other agreements, as it pertains to the Borrower Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to sell, assign or otherwise liquidate, any or all the benefit of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all the proceeds of any such sale, assignment or liquidation;Agent. (c) require that Any cash held by the Borrower deposit any Arbitration Proceeds Collateral Agent as Collateral and all cash proceeds received by the Borrower to Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Principal Cash Collateral Account and shall be applied against the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court Secured Obligations in the Ontario Superior Court order set forth in Section 1.10 of Justice (Commercial List)the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and apply to severally liable for any such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender;deficiency. (d) take Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each of the Collateral (Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower in writing to deliver the same to the Lender at any place or places designated security posted by the Lender, in which event the Borrower shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender, and (ii) store and keep any Collateral so delivered to the Lender at such place or places pending further action by the Lender as provided in Section 9.2Agent.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance continuation of an Event of Default (whether Default, Collateral Trustee shall have all the rights and remedies of a secured party under the laws which govern the creation, perfection or not any demand by enforcement of security interests hereunder to enforce this Security Agreement and the Lender for payment is made) to security interests contained herein, and, in addition, Collateral Trustee may, upon the extent any such action is not prohibited by any Orders, occurrence and during the Lendercontinuation of an Event of Default, in addition to its other rights and remedies hereunder, including without limitation under Section 6.2 hereof, do any rights now or hereafter existing under applicable law, and without application of the following to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and mayextent permitted by Applicable Law: (a) personally, or by trustees or attorneys, immediately take possession of the Collateral or any part thereof, from any one or more of the Grantors or any other Person who then has possession of any part thereof with or without notice or process of any Applicable Law, and for that purpose may enter upon any one or more of the Grantors' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of any one or more of the Grantors; (b) instruct the obligor or obligors on any agreementsagreement, instrument or other obligation constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument instrument, agreement or agreement obligation directly to the Lender or to any Cash Collateral Account; (b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all the proceeds of any such sale, assignment or liquidationTrustee; (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (d) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing any one or more of the Borrower Grantors in writing to deliver the same to the Lender Collateral Trustee at any place or places designated by the LenderCollateral Trustee, in which event the Borrower applicable Grantor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender Collateral Trustee and there be delivered to the Lender, andCollateral Trustee; (ii) store and keep any Collateral so delivered to the Lender Collateral Trustee at such place or places pending further action by the Lender Collateral Trustee as provided in Section 9.26.2 of this Security Agreement; and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain same in good condition. To the extent permitted by Applicable Law, each Grantor's obligation to deliver the Collateral is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, Collateral Trustee shall be entitled to obtain a decree requiring specific performance by any one or more of the Grantors of said obligations.

Remedies; Obtaining the Collateral Upon Default. Upon The Debtor and each Subsidiary agrees that, if an Event of Default shall have occurred or be continuing, the occurrence Notes shall immediately become due and during payable upon written notice to the continuance Debtor (except in the case of an Event of Default under subsections (whether e) or not any demand by (f) of the Lender for payment is made) to the extent any definition of Event of Default, in which event such action is not prohibited by any OrdersNotes shall automatically become due and payable). In addition, the Lender, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, Secured Party shall have all rights as of a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and and, subject to the terms of the Subordination Agreement, may: (a) personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from the Debtor or any Subsidiary or any other Person who then has possession of any part thereof, with or without notice or process of law, and for that purpose may enter upon the Debtor's or any Subsidiary's premises in a manner not in violation of applicable law where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Debtor or any Subsidiary; (b) occupy any premises owned or leased by the Debtor or any Subsidiary where documents and things embodying the Collateral or any part thereof are assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to the Debtor or any Subsidiary in respect of such occupation; (c) instruct the obligor or obligors on any agreementsagreement, instrument or other obligation (including the Receivables) constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such agreement, instrument or agreement other obligation directly to the Lender or to any Cash Collateral AccountSecured Party; (bd) sell, assign or otherwise liquidateliquidate any or all of the Collateral or any part thereof, or direct the Borrower Debtor or the Subsidiaries to sell, assign or otherwise liquidate, liquidate any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and and, in each case, take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation; (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (de) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower Debtor or the Subsidiaries in writing to deliver the same to the Lender Secured Party at any place or places reasonably designated by the LenderSecured Party, in which event the Borrower Debtor or any applicable Subsidiary shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender and there delivered to the Lender, andSecured Party; (ii) store and keep any Collateral so delivered to the Lender Secured Party at such place or places pending further action by the Lender Secured Party; and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as provided shall be necessary to protect the same and to preserve and maintain them in Section 9.2good condition; (f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Secured Party shall in its reasonable judgment determine; (g) commence a proceeding in a court of competent jurisdiction for the appointment of a receiver (which term shall include a receiver-manager) and the Debtor and each Subsidiary consents to such appointment; and (h) exercise any other right available under applicable law; IT BEING UNDERSTOOD that the Debtor's and any applicable Subsidiary's obligation to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to any court of competent jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Debtor and the Subsidiaries, or any of them, of said obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Event of Default (whether or not any demand by the Lender for payment is made) Default, to the extent any such action is not prohibited by any Ordersinconsistent with the Confirmation Order and the Intercreditor and Subordination Agreement, the LenderAdministrative Agent or the Collateral Agent on behalf of the Lenders, in addition to any rights now or hereafter existing under applicable law, the Administrative Agent and without application to or order of either Bankruptcy Court, the Collateral Agent shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA UCC in all relevant jurisdictions and may: (a) instruct : perform all acts attendant to the obligor Loans extended hereunder and to exercise all remedies in the case of any Event of Default hereunder; personally, or obligors on any agreementsby agents or attorneys, instrument or other obligation constituting retake possession of the Collateral or any part thereof, from Borrowers and their Subsidiaries or any other Person who then has possession of any part thereof with or without notice or process of law (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument or agreement directly to the Lender or but subject to any Cash applicable laws), and for that purpose may enter upon Borrowers' or any of their Subsidiaries' premises where any of the Collateral Account; (b) is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrowers or any of their Subsidiaries; sell, assign or otherwise liquidate, or direct the Borrower Borrowers or any of their Subsidiaries to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation; (c) require that the Borrower deposit ; apply any Arbitration Proceeds received and all funds held by the Borrower Collateral Agent, on behalf of the Lenders, the Administrative Agent and the Collateral Agent to the Principal Cash Collateral Account Obligations hereunder; and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (d) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower Borrowers and any of their Subsidiaries in writing to deliver the same to the Lender Administrative Agent or the Collateral Agent at any place or places designated by the LenderAdministrative Agent or the Collateral Agent, in which event the Borrower Borrowers and any of their Subsidiaries shall at its their own expense: (i) : forthwith cause the same to be moved to the place or places so designated by the Lender Administrative Agent or the Collateral Agent and there delivered to the LenderAdministrative Agent or the Collateral Agent; while the Collateral shall be stored and kept, and (ii) store provide such guards and keep maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and it being understood that Borrowers or any of their Subsidiaries obligation so to deliver the Collateral so delivered is of the essence of this Agreement and that, accordingly, upon application to the Lender at Bankruptcy Court, the Administrative Agent or the Collateral Agent shall be entitled to a decree requiring specific performance by Borrowers or any of their Subsidiaries of such place or places pending further action by the Lender as provided in Section 9.2obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an The Pledgor agrees that, if any Event of Default (whether or not any demand by the Lender for payment is made) to the extent any shall have occurred and be continuing, then and in every such action is not prohibited by any Orderscase, the Lender, and in addition to the rights and remedies available to a secured party under any rights now applicable provision of the NUCC, or hereafter existing under any other applicable law, and without application the Trustee may, subject to or order receipt of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and may:any applicable Approvals. (ai) personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof from the Pledgor or any other person who then has possession of any part thereof, with or without notice or process of law, and for that purpose may enter upon the Pledgor's premises where any of the Pledged Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Pledgor; (ii) instruct the obligor or obligors on any agreementsagreement, instrument or other obligation constituting the Pledged Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment or render any performance required by the terms of such agreement, instrument or agreement obligation directly to the Lender Trustee or to any Cash Collateral Accountits designee; (biii) sell, assign sell or otherwise liquidate, or direct the Borrower Pledgor to sell, assign sell or otherwise liquidate, liquidate any or all of investments made in whole or in part with the Pledged Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation;; and (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (div) take possession of the Pledged Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, thereof by directing the Borrower Pledgor in writing to deliver the same to the Lender Trustee at any place or places designated by the LenderTrustee, in which event the Borrower Pledgor shall at its own expense: (iA) forthwith cause the same to be moved to the place or places so designated by the Lender Trustee and there delivered to the Lender, andTrustee; (iiB) store and keep any Pledged Collateral so delivered to the Lender Trustee at such place or places pending further action by the Lender Trustee as provided in this Section 9.27(d); and (C) while any such Pledged Collateral shall be so stored and kept, provide such guard and maintenance services as shall be necessary to protect the same and to preserve and maintain such Pledged Collateral in good condition; it being understood that the Pledgor's obligation so to deliver the Pledged Collateral is of the essence of this Pledge Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Trustee shall be entitled to a decree requiring specific performance by the Pledgor of such obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Event of Default (whether Default, Collateral Agent shall have all the rights and remedies of a secured party under the laws which govern the creation, perfection or not any demand by enforcement of security interests hereunder to enforce this Security Agreement and the Lender for payment is made) to security interests contained herein, and, in addition, Collateral Agent may, upon the extent any such action is not prohibited by any Orders, occurrence and during the Lendercontinuance of an Event of Default, in addition to its other rights and remedies hereunder, including without limitation under Section 6.2 hereof, do any rights now or hereafter existing under applicable law, and without application of the following to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and mayextent permitted by Applicable Law: (a) instruct the obligor or obligors on any agreements, instrument or other obligation constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument or agreement directly to the Lender or to any Cash Collateral Account; (b) sell, assign or otherwise liquidatepersonally, or direct the Borrower to sellby trustees or attorneys, assign or otherwise liquidate, any or all immediately take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take from any one or more of the Grantors or any other Person who then has possession ofof any part thereof with or without notice or process of any Applicable Law, and apply to reduce Obligationsfor that purpose may enter upon any one or more of the Grantors' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, all the proceeds supplies, aids and other facilities of any such sale, assignment one or liquidationmore of the Grantors; (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (db) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing any one or more of the Borrower Grantors in writing to deliver the same to the Lender Collateral Agent at any place or places designated by the LenderCollateral Agent, in which event the Borrower applicable Grantor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender Collateral Agent and there be delivered to the Lender, andCollateral Agent; (ii) store and keep any Collateral so delivered to the Lender Collateral Agent at such place or places pending further action by the Lender Collateral Agent as provided in Section 9.26.2 of this Security Agreement; and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain same in good condition. To the extent permitted by Applicable Law, each Grantor's obligation to deliver the Collateral is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to obtain a decree requiring specific performance by any one or more of the Grantors of said obligations.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an The Debtor agrees that, upon any uncured Event of Default (whether or not any demand by Default, as that term is defined in, and under the Lender for payment is made) to the extent any such action is not prohibited by any Ordersprovisions of, the LenderConvertible Secured Promissory Note, subject to any mandatory requirements of applicable law then in effect, the Secured Party, in addition to any rights now or hereafter existing under this Security Agreement or applicable law, and without application to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial commercial Code and PPSA in all relevant jurisdictions jurisdictions, and maymay do any one or more of the following: (a) instruct Personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the Debtor or any other person or entity who then has possession of any part thereof, with or without notice or process of law, and for that purpose may enter upon the Debtor's premises where any of the Collateral is located and move the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Debtor; and, (b) Personally, or by agents or attorneys, immediately enter upon the Debtor's premises for purposes of using any portion of the Collateral to, if necessary, bill and invoice unbilled ▇▇▇eivables and the Debtor hereby grants to the Secured Party the right and license to so use its premises (whether owned or leased by the Debtor) until the earlier to occur of either (i) payment in full of all Secured Obligations or (ii) completion of billing and invoicing of all unbilled receivables; provide, however, that the Debtor shall be entitled to receive, for so long as the Secured Party shall have use of the Debtor's premises pursuant to this Paragraph 4.1.(b), reasonable rent for such use which shall be, (A) if the Debtor owns its premises, an amount equal to rent for comparable space incomparable locations used for comparable purposes, or (B) if the Debtor leases its premises, an amount equal to the rental payments due on the Debtor's premises for the period of the Secured Party use of such premises, pro-rated if necessary to reflect the Secured Party actual use of the premises, such rent to become due and payable as provided in Paragraph 4.3.(c) hereof; and (c) Instruct the obligor or obligors on any agreementsagreement, instrument or other obligation (including, without limitation, any account receivables) constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument instruments or agreement agreements directly to the Lender or to any Cash Collateral Account;Secured Party; and, (bd) sellSell, assign or otherwise liquidate, or direct the Borrower Debtor to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation;; and, (ce) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (d) take Take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower Debtor in writing to deliver the same to the Lender Secured Party at any place or places designated by the LenderSecured Party, in which event the Borrower Debtor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender Secured Party and there delivered to the Lender, Secured Party; and, (ii) store and keep any Collateral so delivered to the Lender Secured Party at such place or places pending further action by the Lender Secured Party as provided in Section 9.2Paragraph 4.2 hereof; and, (iii) while the Collateral shall be so stored and kept, provide such reasonable precautions as shall be necessary to protect, preserve and maintain the Collateral in good condition. It is expressly understood between the parties hereto that the Debtor's obligation to deliver the Collateral under this Paragraph is of the essence to this Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Secured Party shall be entitled to a decree requiring specific performance by the Debtor of said obligation.

Remedies; Obtaining the Collateral Upon Default. Upon Each Assignor agrees that, upon the occurrence and during the continuance of an Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any OrdersDefault, the LenderCollateral Trustee, in addition to any rights now or hereafter existing under applicable law, law and without application to or order under the other provisions of either Bankruptcy Courtthis Agreement and any other Note Document, shall have all rights as a secured creditor under the Uniform Commercial Code Code, and PPSA such additional rights and remedies to which a secured creditor is entitled under the laws in all relevant jurisdictions effect in any jurisdiction where any rights and may:remedies hereunder may be asserted, including without limitation, the following (in each case subject to the terms of the Collateral Trust Agreement): (a) Collateral Trustee without demand of performance or other demand, advertisement or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon any Assignor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Assignors to, and each Assignor hereby agrees that it will at its own expense and upon request of Collateral Trustee forthwith, assemble all or part of the Collateral as directed by Collateral Trustee and make it available to Collateral Trustee at one or more locations where such Assignor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Trustee's offices or elsewhere, for cash, on credit, and upon such other terms as Collateral Trustee may deem commercially reasonable. Each Assignor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the applicable Assignor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable "authenticated notification of disposition" within the meaning of Section 9-611 of the Code. Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Assignor agrees that the internet shall constitute a "place" for purposes of Section 9-610(b) of the Code. Each Assignor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and an Assignor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code. (b) Collateral Trustee may instruct the obligor or obligors on any agreementsagreement, instrument or other obligation (including the Accounts and the Contracts) constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such agreement, instrument or agreement other obligation directly to the Lender or to Collateral Trustee and may exercise any Cash Collateral Account; (b) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or and all remedies of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all the proceeds such Assignor in respect of any such sale, assignment or liquidation;Collateral. (c) require that the Borrower deposit Each Assignor hereby grants to Collateral Trustee a license or other right to use, license and sublicense without liability for royalties or any Arbitration Proceeds received other charge, all such Assignor's Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by the Borrower any Assignor or with respect to which any Assignor has rights under license, sublicense, or other agreements (including any Intellectual Property Contract), as it pertains to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Caseto exercise any other rights and remedies under this Article VI, orin preparing for sale, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List)advertising for sale and selling any Collateral, and apply to such court to have the amounts contemplated by Exhibit F paid out of court each Assignor's rights under all licenses and deposited all franchise agreements shall inure to the appropriate Cash benefit of Collateral Account or paid to the Lender;Trustee. (d) take possession Any cash held by Collateral Trustee as Collateral and all cash proceeds received by Collateral Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in the Indenture. (e) Collateral Trustee may, in addition to other than rights and remedies provided for herein, in the Arbitration Proceeding Rightsother Note Documents, prior or otherwise available to it under applicable law and without the requirement of notice to or upon any Assignor or any other Person (which notice is hereby expressly waived to the Final Award Date) maximum extent permitted by the Code or any part thereofother applicable law), by directing the Borrower in writing to deliver the same to the Lender at any place or places designated by the Lender, in which event the Borrower shall at its own expense: (i) forthwith cause with respect to any Assignor's Deposit Accounts in which Collateral Trustee's Liens are perfected by control under Section 9-104 of the same Code, instruct the bank maintaining such Deposit Account for the applicable Assignor to be moved pay the balance of such Deposit Account to or for the place or places so designated by the Lender benefit of Collateral Trustee, and there delivered to the Lender, and (ii) store with respect to any Assignor's Securities Accounts in which Collateral Trustee's Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Assignor to (A) transfer any cash in such Securities Account to or for the benefit of Collateral Trustee, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and keep transfer the cash proceeds thereof to or for the benefit of Collateral Trustee. (f) Collateral Trustee may take any other action as specified in clauses (a) through (e), inclusive, of Section 9-607 of the Code. Each Assignor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing, Collateral so delivered Trustee shall have the right to an immediate writ of possession without notice of a hearing. Collateral Trustee shall have the right to the Lender at appointment of a receiver for the properties and assets of each Assignor, and each Assignor hereby consents to such place rights and such appointment and hereby waives any objection such Assignor may have thereto or places pending further action the right to have a bond or other security posted by the Lender as provided in Section 9.2Collateral Trustee.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence of the occurrence and during the continuance continuation of an any Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any OrdersDefault, the LenderAdministrative Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, law shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and may: (a) instruct the obligor personally, or obligors on any agreementsby agents or attorneys, instrument or other obligation constituting immediately retake possession of the Collateral or any part thereof, from the Borrower, any MCC Guarantor or any other Person who then has possession of any part thereof with or without notice or process of law (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument or agreement directly to the Lender or but subject to any Cash Requirements of Law), and for that purpose may enter upon the Borrower’s or any MCC Guarantor’s premises where any of the Collateral Accountis located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Borrower or such MCC Guarantor; (b) sell, assign or otherwise liquidate, or direct the Borrower any Loan Party to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereofCollateral, and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment or liquidation;; and (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (d) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower and any MCC Guarantor in writing to deliver the same to the Lender Administrative Agent at any place or places designated by the LenderAdministrative Agent, in which event the Borrower and such MCC Guarantor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender Administrative Agent and there delivered to the Lender, andAdministrative Agent, (ii) store and keep any Collateral so delivered to the Lender Administrative Agent at such place or places pending further action by the Lender Administrative Agent, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as provided shall be necessary to protect the same and to preserve and maintain them in Section 9.2good condition ordinary wear and tear excepted; it being understood that the Borrower’s and each MCC Guarantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, the Administrative Agent shall be entitled to a decree requiring specific performance by the Borrower or such MCC Guarantor of such obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an The Pledgor agrees that if any Event of Default (whether or not any demand by the Lender for payment is made) to the extent any shall have occurred and be continuing, then and in every such action is not prohibited by any Orderscase, the Lender, and in addition to the rights and remedies available to a secured party under any rights now applicable provision of the NYUCC, or hereafter existing under any other applicable law, and without application to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and Trustee may: (ai) personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof from the Pledgor or any other person who then has possession of any part thereof, with or without notice or process of law, and for that purpose may enter upon the Pledgor's premises where any of the Pledged Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Pledgor; (ii) instruct the obligor or obligors on any agreementsagreement, instrument or other obligation constituting the Pledged Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment or render any performance required by the terms of such agreement, instrument or agreement obligation directly to the Lender Trustee or to any Cash Collateral Accountits designee; (biii) sell, assign sell or otherwise liquidate, or direct the Borrower Pledgor to sell, assign sell or otherwise liquidate, any or all of investments made in whole or in part with the Pledged Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation;; and (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (div) take possession of the Pledged Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, thereof by directing the Borrower Pledgor in writing to deliver the same to the Lender Trustee at any place or places designated by the LenderTrustee, in which event the Borrower Pledgor shall at its own expense: (iA) forthwith cause the same to be moved to the place or places so designated by the Lender Trustee and there delivered to the Lender, andTrustee; (iiB) store and keep any Pledged Collateral so delivered to the Lender Trustee at such place or places pending further action by the Lender Trustee as provided in this Section 9.26(d); and (C) while any such Pledged Collateral shall be so stored and kept, provide such guard and maintenance services as shall be necessary to protect the same and to preserve and maintain such Pledged Collateral in good condition; it being understood that the Pledgor's obligation so to deliver the Pledged Collateral is of the essence of this Pledge Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Trustee shall be entitled to a decree requiring specific performance by the Pledgor of such obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Each Assignor agrees that, if any Event of Default (whether or not shall have occurred and be continuing, then and in every such case, subject to any demand by the Lender for payment is made) to the extent any such action is not prohibited by any Ordersmandatory requirements of applicable law then in effect, the LenderCollateral Agent, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA in all relevant jurisdictions and maymay also: (a) instruct personally, or by agents or attorneys, immediately retake possession of the obligor Collateral or obligors on any agreementspart thereof, instrument from such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Assignor; and (b) or other obligation constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument or agreement directly to the Lender or to Collateral Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and (c) withdraw all monies, securities and instruments in the Cash Collateral Account;Account for application to the Obligations in accordance with Section 7.4 hereof; and (bd) sell, assign or otherwise liquidate, or direct the Borrower relevant Assignor to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation;; and (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender; (de) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower relevant Assignor in writing to deliver the same to the Lender Collateral Agent at any place or places reasonably designated by the LenderCollateral Agent, in which event the Borrower such Assignor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender Collateral Agent and there delivered to the LenderCollateral Agent, and (ii) store and keep any Collateral so delivered to the Lender Collateral Agent at such place or places pending further action by the Lender Collateral Agent as provided in Section 9.27.2 hereof, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and (f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance The Borrower agrees that, subject to any mandatory requirements of an Event of Default (whether or not any demand by the Lender for payment is made) to the extent any such action is not prohibited by any Ordersapplicable law then in effect, the LenderCollateral Agent shall, in addition to any rights now or hereafter existing under applicable law, and without application to or order of either Bankruptcy Court, shall have all rights as a secured creditor under the Uniform Commercial Code and PPSA UCC as in effect from time to time in all relevant jurisdictions and may, upon the occurrence of, and while such is continuing, an Event of Default: (a) personally, or by agents, receiver, manager or attorneys, immediately take possession of the Collateral or any part thereof, from the Borrower or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may to the extent permitted by law enter upon the Borrower's premises where any of the Collateral is located and remove the same and, in connection with such removal, use any and all services, supplies, aids, and other facilities of the Borrower; and (b) instruct the obligor or obligors on any agreementsagreement, instrument or other obligation (including, without limitation, the Accounts) constituting the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) to make any payment required by the terms of such instrument or agreement thereof directly to the Lender or to any Cash Collateral Account;Agent and notify such obligors of the security interests granted hereunder; and (bc) sell, assign or otherwise liquidate, or direct the Borrower to sell, assign or otherwise liquidate, any or all of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, thereof and take possession of, and apply to reduce Obligations, all of the proceeds of any such sale, assignment sale or liquidation; (c) require that the Borrower deposit any Arbitration Proceeds received by the Borrower to the Principal Cash Collateral Account and the Additional Compensation Cash Collateral Account as required by the Agreement or with the Monitor during the CCAA Case, or, after the CCAA Case has ended, pay the same into court in the Ontario Superior Court of Justice (Commercial List), and apply to such court to have the amounts contemplated by Exhibit F paid out of court and deposited to the appropriate Cash Collateral Account or paid to the Lender;; and (d) take possession of the Collateral (other than the Arbitration Proceeding Rights, prior to the Final Award Date) or any part thereof, by directing the Borrower in writing to deliver the same to the Lender Collateral Agent at any place or places reasonably designated by the LenderCollateral Agent, in which event the Borrower shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Lender Collateral Agent and there to be delivered to the Lender, andCollateral Agent, (ii) store and keep any Collateral so delivered to the Lender Collateral Agent at such place or places pending further action by the Lender Collateral Agent as provided in Section 9.25.02 herein, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintain services as shall be reasonably necessary or desirable to protect the same and to preserve and maintain them in good condition (subject to reasonable wear and tear); it being understood that the Borrower's obligation to deliver the Collateral is of the essence of this Agreement and that accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Borrower of such obligation.