Common use of Certain Limited Exceptions Clause in Contracts

Certain Limited Exceptions. No security interest, mortgage, charge, assignment, hypothecation or pledge (collectively, “Security Interest”) is or will be granted pursuant hereto in any right, title or interest of the Grantor under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trade-m▇▇▇ Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements). The security interest with respect to each Restrictive Agreement will constitute a trust in favour of the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Grantor holds as trustee all Proceeds arising under or in connection with the Restrictive Agreement in trust for the Canadian Collateral Agent, for the benefit of the Secured Parties, on the following basis: (i) subject to the Credit Agreement, until the security interest is enforceable, the Grantor is entitled to receive all such Proceeds; and (ii) whenever the security interest is enforceable, (A) all rights of the Grantor to receive such Proceeds cease and all such Proceeds will be immediately paid over to the Canadian Collateral Agent for the benefit of the Secured Parties, and (B) the Grantor will take all actions requested by the Canadian Collateral Agent to collect and enforce payment and other rights arising under the Restrictive Agreement; (b) any Equipment that would otherwise be included in the Collateral (and such Equipment shall not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction permitted under subsection 8.11 of the Credit Agreement, or is subject to any Liens permitted under subsection 8.3(n) of the Credit Agreement. Notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to any money, securities or other consideration received by the Grantor as consideration for the sale or other disposition of such property; (d) any Money, cash, cheques, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of the Grantor or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (e) any ULC Shares. If the Grantor acquires any ULC Shares, it shall immediately notify the Canadian Collateral Agent. Upon the request of the Canadian Collateral Agent, the Grantor shall execute and deliver all such agreements and deliver all such other documents, opinions and certificates (including without limitation share certificates evidencing such ULC Shares) as the Canadian Collateral Agent may reasonably require to receive a perfected, first ranking priority Security Interest in the ULC Shares, in each case, in form and substance reasonably acceptable to the Canadian Collateral Agent. (f) the Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest granted hereby in the Collateral, the Grantor shall stand possessed of such last day in trust to assign the same to any person acquiring such term;

Certain Limited Exceptions. No security interest, mortgage, charge, assignment, hypothecation or pledge (collectively, “"Security Interest”") is or will be granted pursuant hereto in any right, title or interest of the Grantor under or in (collectively, the “"Excluded Assets”"): (a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trade-m▇▇▇ mark Licenses, Trade Secret Licenses, Industrial Design Licenses or other ot▇▇▇ contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, “"Restrictive Agreements”") that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements). The security interest with respect to each Restrictive Agreement will constitute a trust in favour of the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Grantor holds as trustee all Proceeds arising under or in connection with the Restrictive Agreement in trust for the Canadian Collateral Agent, for the benefit of the Secured Parties, on the following basis: (i) subject to the Credit Agreement, until the security interest is enforceable, the Grantor is entitled to receive all such Proceeds; and (ii) whenever the security interest is enforceable, (A) all rights of the Grantor to receive such Proceeds cease and all such Proceeds will be immediately paid over to the Canadian Collateral Agent for the benefit of the Secured Parties, and (B) the Grantor will take all actions requested by the Canadian Collateral Agent to collect and enforce payment and other rights arising under the Restrictive Agreement; (b) any Equipment that would otherwise be included in the Collateral (and such Equipment shall not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction permitted under subsection 8.11 of the Credit Agreement, or is subject to any Liens permitted under subsection 8.3(n) of the Credit Agreement. Notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to any money, securities or other consideration received by the Grantor as consideration for the sale or other disposition of such property; (d) any Money, cash, cheques, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of the Grantor or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (e) any ULC Shares. If the Grantor acquires any ULC Shares, it shall immediately notify the Canadian Collateral Agent. Upon the request of the Canadian Collateral Agent, the Grantor shall execute and deliver all such agreements and deliver all such other documents, opinions and certificates (including without limitation share certificates evidencing such ULC Shares) as the Canadian Collateral Agent may reasonably require to receive a perfected, first ranking priority Security Interest in the ULC Shares, in each case, in form and substance reasonably acceptable to the Canadian Collateral Agent. (f) the Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest granted hereby in the Collateral, the Grantor shall stand possessed of such last day in trust to assign the same to any person acquiring such term;

Certain Limited Exceptions. No security interest, mortgage, charge, assignment, hypothecation or pledge (collectively, “Security Interest”) is or will be granted pursuant hereto in any right, title or interest of the Grantor under or in (collectively, the “Excluded Assets”): (a) any Instruments, Contracts, Chattel Paper, Intangibles, Copyright Licenses, Patent Licenses, Trade-mTrade-▇▇▇▇ Licenses, Trade Secret Licenses, Industrial Design Licenses or other contracts or agreements with or issued by Persons other than Holdings, a Subsidiary of Holdings or an Affiliate thereof, (collectively, “Restrictive Agreements”) that would otherwise be included in the Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the PPSA or other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements). The security interest with respect to each Restrictive Agreement will constitute a trust in favour of the Canadian Collateral Agent, for the benefit of the Secured Parties, pursuant to which the Grantor holds as trustee all Proceeds arising under or in connection with the Restrictive Agreement in trust for the Canadian Collateral Agent, for the benefit of the Secured Parties, on the following basis: (i) subject to the Credit Agreement, until the security interest is enforceable, the Grantor is entitled to receive all such Proceeds; and (ii) whenever the security interest is enforceable, (A) all rights of the Grantor to receive such Proceeds cease and all such Proceeds will be immediately paid over to the Canadian Collateral Agent for the benefit of the Secured Parties, and (B) the Grantor will take all actions requested by the Canadian Collateral Agent to collect and enforce payment and other rights arising under the Restrictive Agreement; (b) any Equipment that would otherwise be included in the Collateral (and such Equipment shall not be deemed to constitute a part of the Collateral) if such Equipment is subject to a Lien permitted by subsection 8.3(h) of the Credit Agreement (but only for so long as such Liens are in place); (c) any property that would otherwise be included in the Collateral (and such property shall not be deemed to constitute a part of the Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction permitted under subsection 8.11 of the Credit Agreement, or is subject to any Liens permitted under subsection 8.3(n) of the Credit Agreement. Notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to any money, securities or other consideration received by the Grantor as consideration for the sale or other disposition of such property; (d) any Money, cash, cheques, other negotiable instrument, funds and other evidence of payment held in any Deposit Account of the Parent Borrower or any of its Subsidiaries (i) for the benefit of customers of the Grantor or any of its Subsidiaries in the ordinary course of business and (ii) in the nature of security deposit with respect to obligations for the benefit of the Parent Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to Contractual Obligations; (e) any ULC Shares. If the Grantor acquires any ULC Shares, it shall immediately notify the Canadian Collateral Agent. Upon the request of the Canadian Collateral Agent, the Grantor shall execute and deliver all such agreements and deliver all such other documents, opinions and certificates (including without limitation share certificates evidencing such ULC Shares) as the Canadian Collateral Agent may reasonably require to receive a perfected, first ranking priority Security Interest in the ULC Shares, in each case, in form and substance reasonably acceptable to the Canadian Collateral Agent. (f) the Collateral shall not include the last day of the term of any lease or agreement therefor but upon the enforcement of the security interest granted hereby in the Collateral, the Grantor shall stand possessed of such last day in trust to assign the same to any person acquiring such term;