Common use of Securities and Instruments Clause in Contracts

Securities and Instruments. (i) Schedule lists all Securities and Instruments owned or held by the Obligor on the date of this Agreement. (ii) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable. Schedule sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class. (iii) Except as described in Schedule , no transfer restrictions apply to the Securities and Instruments listed in Schedule except for those described in Schedule . The Obligor has delivered to the Security Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in the Obligor’s possession or control. (iv) No Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Securities and Instruments that are Collateral. (v) The Securities and Instruments that are Collateral constitute, where applicable, the legal, valid and binding obligation of the obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (vi) Such Securities and the proceeds from them are not subject to any prior Encumbrance or any agreement purporting to grant to any third party a Encumbrance on the property or assets of the Obligor which would include the Securities other than Permitted Encumbrances. The Security Agent is entitled to all the rights, priorities and benefits afforded by the Personal Property Security Act (Ontario) or other relevant personal property securities legislation as enacted in any relevant jurisdiction to perfect security interests in respect of such Collateral.

Securities and Instruments. (i) Schedule lists all Securities and Instruments owned or held by the Obligor on the date of this Agreement. (ii) Securities and Instruments that are Collateral have been, where applicable, duly and validly issued and acquired and are fully paid and non-assessable. Schedule sets out, for each class of Securities listed in the schedule, the percentage amount that such Securities represent of all issued and outstanding Securities of that class. (iii) Except as described in Schedule , no transfer restrictions apply to the Securities and Instruments listed in Schedule except for those described in Schedule . The Obligor has delivered to the Security Agent copies of all shareholder, partnership or trust agreements applicable to each issuer of such Securities and Instruments which are in the Obligor’s possession or control. (iv) No Person has or will have any written or oral option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement to acquire any right or interest in any of the Securities and Instruments that are Collateral. (v) The Securities and Instruments that are Collateral constitute, where applicable, the legal, valid and binding obligation of the obligor of such Securities and Instruments, enforceable in accordance with their terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, insolvency, fraudulent conveyance, arrangement, reorganization or creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. (vi) Such Securities and the proceeds from them are not subject to any prior Encumbrance or any agreement purporting to grant to any third party a Encumbrance on the property or assets of the Obligor which would include the Securities Securities, other than Permitted Encumbrances. The Security Agent is entitled to all the rights, priorities and benefits afforded by the Personal Property Security Act (Ontario) or other relevant personal property securities legislation as enacted in any relevant jurisdiction to perfect security interests in respect of such Collateral.