Common use of Excluded Collateral Clause in Contracts

Excluded Collateral. Notwithstanding Section 2.1, the Collateral shall not include (collectively, “Excluded Collateral”): (a) any property held in trust by the Borrower and lawfully belonging to others, (b) the last day of the term of any lease of real property, provided that the Borrower shall stand possessed of such last day and shall assign and transfer such interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease or license or any contractual obligation entered into by Borrower (i) that prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower of a Lien on any right, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights therein, (ii) to the extent that any law applicable thereto prohibits the creation of a Lien thereon or (iii) to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i), (ii) and (iii) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law, (e) property or assets owned by Borrower that is subject to a purchase money Lien or a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assets, (f) any Intent To Use Trademark or any similar Trademark existing under Canadian law and (g) shares of capital stock having voting power in excess of 65% of the voting power of all classes of capital stock of a first tier controlled foreign corporation (as that term is described in the IRC); provided, however, “Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral).

Excluded Collateral. Notwithstanding Section 2.1Collectively, the Collateral shall not include (collectively, “Excluded Collateral”): (a) any tangible property held in trust by subject to purchase money liens permitted under Section 10.2 hereof, to the Borrower and lawfully belonging to othersextent that the purchase money documents prohibit the grant of junior liens, (b) the last day thirty-five percent (35%) of the term Voting Stock of any lease of real propertyforeign Subsidiary, provided that the Borrower shall stand possessed of such last day and shall assign and transfer such interest as instructed by the Lender; (c) with respect all of the Capital Stock of any domestic Subsidiary to Section 2.1(c), any consumer goods used as the extent that the grant or perfection of the pledge of such Capital Stock would be prohibited by liquor licensing laws or would require the Borrowerconsent of a liquor licensing authority that has not been obtained, (d) any permit, lease or license or any contractual obligation entered into by Borrower other property (i) that prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower of a Lien on any right, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights therein, (iiincluding liquor licenses) to the extent that any law applicable thereto prohibits the creation grant or perfection of a Lien thereon in favor of the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, under the Loan Documents would be prohibited by law or would require the consent of any Governmental Authority that has not been obtained, (iiie) ground leases, to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i), (ii) and (iii) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law, (e) property or assets owned by Borrower that is subject to a purchase money Lien or a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the required landlord's consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assetsobtained, (f) any Intent To Use Trademark or any similar Trademark existing under Canadian law and all other real property leases, (g) shares of capital stock having voting power the equipment located at the Wheeling, Illinois restaurant, (h) any Mortgaged Property or any real property acquired after the Closing Date pursuant to Section 10.1(c)(ii), in excess of 65% of each case to the voting power of all classes of capital stock of a first tier controlled foreign corporation extent that such Mortgaged Property or Real Property is refinanced in accordance with Section 10.1(c) (as that term is described in the IRC); provided, however, “Excluded Collateral” that any inventory or general intangibles associated with such Mortgaged Property or Real Property shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral), and (i) Investments in respect of deferred compensation or options under the Key Employee Stock Ownership Plan which have vested. Existing Credit Agreement. The Credit Agreement dated as of August 28, 2001, and as amended and in effect on the Closing Date, among the Borrower, Bank of America, N.A., Fleet National Bank, Branch Banking and Trust Company and the other banks which are parties thereto, and Bank of America, N.A., as Agent for such banks. Existing Letters of Credit. The letters of credit set forth on Schedule 1A attached hereto. Fee Letter. The fee letter dated as of September 3, 2002 among the Borrower, the Administrative Agent and the Arranger.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 2.13.1, above, the Collateral shall not include (collectively, “Excluded Collateral”): (a) more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any property held in trust by Foreign Subsidiary or Foreign Subsidiary Holding Company which Equity Interests entitle the Borrower holder thereof to vote for directors or any Certain information has been omitted from this Exhibit 10.1 because it is both (i) not material and lawfully belonging (ii) would likely cause competitive harm to othersthe Company, if publicly disclosed. Double asterisks [**] denote omissions. other matter, (b) the last day nonassignable licenses or contracts, including without limitation any licenses described in clause (b) of the defined term “Permitted Transfers,” which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC), provided, further, that upon the termination of such prohibition or such consent being provided with respect to any lease license or contract, such license or contract shall automatically be included in the Collateral, (c) property for which the granting of real propertya security interest therein is contrary to applicable law, provided that upon the Borrower cessation of any such restriction or prohibition, such property shall stand possessed of such last day and shall assign and transfer such interest as instructed by automatically be included in the LenderCollateral; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permitExcluded Accounts; (e) any cash collateral deposit subject to a Permitted Lien hereunder, lease if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or license would otherwise constitute a default thereunder or any contractual obligation entered into by Borrower create a right of termination a party thereto (i) that prohibits or requires the consent of any Person other than Borrower Borrower), provided that upon the termination and its Subsidiaries which has not been obtained as a condition to release of such cash collateral, such property shall automatically be included in the creation by Borrower of a Lien on Collateral; (f) any right, title or interest in such permit, lease, license or contractual obligation other agreement and any property subject thereto on the Closing Date or on the date of the acquisition of such property (other than any Capital Stock property acquired by a Loan Party subject to any such contract or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights therein, (ii) other agreement to the extent that any law applicable thereto prohibits the creation such contract or other agreement was incurred in contemplation of a Lien thereon or (iiisuch acquisition) to the extent that a Lien thereon grant of a security interest therein to secure the Secured Obligations would give violate or invalidate such lease, license, contract or agreement or create a right of termination in favor of any other party a legally enforceable right to terminate such permitthereto (other than the Borrower, lease, license any other Loan Party or any contractual obligation, Subsidiary) (but only, with respect (A) only to the prohibition in (i), (ii) and (iii) to the extent, and for as long as, extent such prohibition is not terminated enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or rendered unenforceable or otherwise deemed ineffective by the PPSA 9-409 (or any other applicable lawSection) of Article 9 of the UCC); (g) any assets as to which the Agent in its reasonable discretion shall determine that the costs and burdens of obtaining or perfecting a security interest therein substantially outweigh the benefit to the Lenders of the security afforded thereby (including, (e) property without limitation, vehicles or other assets owned by Borrower that is subject to a purchase money Lien or a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted certificate of title); and (or in the document providing for such Capital Lease Obligationh) prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assets, (f) any Intent To Use Trademark or any similar Trademark existing under Canadian law and (g) shares of capital stock having voting power assets as may be agreed by the Agent in excess of 65% of the voting power of all classes of capital stock of a first tier controlled foreign corporation (as that term is described writing in the IRC); provided, however, “Excluded its sole discretion to be excluded from Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral).

Excluded Collateral. Notwithstanding Section 2.1the foregoing, the Collateral security interest granted under Section 2.1 shall not attach to and the term “Collateral” shall not include (collectively, “Excluded Collateral”): (a) any Lease, license, permit, concession, authorization, Material Contract, property held in trust by the Borrower and lawfully belonging rights or agreement to others, (b) the last day which each Grantor is a party or any of the term of any lease of real property, provided that Grantor’s rights or interests thereunder if the Borrower shall stand possessed grant of such last day and security interest shall assign and transfer such interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease constitute or license or any contractual obligation entered into by Borrower result in (i) that prohibits the abandonment, invalidation or requires the consent unenforceability of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower of a Lien on any material right, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights therein, Grantor therein or (ii) a termination pursuant to the terms of, or a default which would give rise to a right to terminate under, any such Lease, license, permit, concession, authorization, Material Contract, property rights or agreement (other than to the extent that any law applicable thereto prohibits such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the creation of a Lien thereon or UCC (iii) to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i), (iisuccessor provision or provisions) and (iii) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA of any relevant jurisdiction or any other applicable lawlaw (including the Bankruptcy Code) or principles of equity), (eb) property applications filed in the U.S. Patent and Trademark Office (the “USPTO”) to register trademarks or assets owned by Borrower that is service marks on the basis of any Grantor’s “intent to use” such marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to a purchase money the Lien or a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or herein and deemed included in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assetsCollateral, (fc) any Intent To Use Trademark or any similar Trademark existing under Canadian law and (g) shares of capital stock having voting power the Equity Interests of a Foreign Subsidiary in excess of sixty-five percent (65% %) of the issued and outstanding Equity Interests of such Foreign Subsidiary entitled to vote (representing not greater than sixty-five percent (65%) of the total combined voting power of all classes of capital stock Equity Interests entitled to vote) (within the meaning of Treas. Reg. Section 1.956-2(c)(2) or any successor or similar statute), (d) Equity Interests in Excluded Joint Ventures, (e) any assets subject to a Capital Lease Obligation or purchase money security interest to the extent that contract governing such transactions prohibits the granting of a first tier controlled foreign corporation lien in such assets and (as that term is described f) an amount equal to $55,362,740 held in the IRC); providedaccount number 134757548 at JPMorgan Chase Bank until December 31, however, “Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral)2006.

Excluded Collateral. Notwithstanding Section 2.1, the Collateral shall not include (collectively, “Excluded Collateral”): (a) any property held in trust by the Borrower and lawfully belonging to others, (b) the last day of the term of any lease of real property, provided that the Borrower shall stand possessed of such last day and shall assign and transfer such interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease or license other agreement (other than relating to Accounts, Inventory or Deposit Accounts) to which any Obligor is a party, or any contractual obligation entered into by Borrower of its rights or interests thereunder, if and for so long as the grant of a security interest therein shall constitute or result in (i) that prohibits the abandonment, invalidation or requires unenforceability of the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower of a Lien on any right, title or interest in of such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights Obligor therein, (ii) a breach or termination pursuant to the extent that any law applicable thereto prohibits the creation of terms of, or a Lien thereon default under, such permit, lease or other agreement, or (iii) to in the extent that a Lien thereon would give case of any other party a legally enforceable right to terminate such permit, lease, license lease or other agreement of any Governmental Authority (or any contractual obligation, but only, with respect to the prohibition in (iPerson acting on behalf of a Governmental Authority), the violation of any Applicable Law, or (iib) and (iii) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law, (e) property or assets Equipment owned by Borrower any Obligor on the date hereof or hereafter acquired that is subject to a purchase money Purchase Money Lien or a Lien securing a Capital Lease Obligation permitted to be incurred hereunder if the contractual obligation pursuant to contract or other agreement (or the documentation providing for such Purchase Money Debt or Capital Lease) in which such Lien is granted (or in the document providing for such Capital Lease Obligation) validly prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property Equipment or the grant of such Lien shall constitute or result in a breach or termination pursuant to the terms or such assetscontract or other agreement; provided, in each case that (fi) any Intent To Use Trademark no Accounts or any similar Trademark existing under Canadian law Inventory shall be Excluded Collateral and (g) shares of capital stock having voting power in excess of 65% of no asset or property shall be considered Excluded Collateral to the voting power of all classes of capital stock of a first tier controlled foreign corporation (as that term is extent the restriction described in the IRC); providedforegoing clauses (a) and (b) would be rendered ineffective pursuant to Section 9-406, however9-407, “9-408 or 9-409 of the UCC or any other applicable law or principles of equity, or to the extent that any necessary consents or waivers have been obtained to allow the security interest in such asset or property notwithstanding such restriction, and (ii) the inclusion of an asset as Excluded Collateral” Collateral shall not include limit, impair or otherwise affect the Agent’s security interest in and Lien upon any proceedsrights or interests of any Obligor in or to (x) monies due or to become due under any permit, productslease or other agreement to which any Obligor is a party, substitutions or replacements (y) any proceeds from the sale, license, lease or other dispositions of Excluded any such permit, lease or other agreement, or (c) leasehold interests of any Obligor in any motor vehicles; provided that any proceeds from the sale, license, lease or other disposition of such leasehold interests shall constitute Collateral hereunder (unless other than proceeds of the disposition of vehicles leased by Obligors (as lessees) where the proceeds are remitted to or retained by the lessor of such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateralvehicles).

Excluded Collateral. Notwithstanding Section 2.1anything to the contrary contained herein or in the Original Security Agreement, the Collateral shall not include (collectively, “Excluded Collateral”): (a) any property held in trust by the Borrower and lawfully belonging to others, (b) the last day grant of the security interest contained in §2.1 shall not extend to, and the term of any lease of real property, provided that the Borrower "Collateral" shall stand possessed of such last day and shall assign and transfer such interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease or license or any contractual obligation entered into by Borrower not include: (i) any directly held Equity Interests (whether classified as investment property or as a general intangible), now or hereafter held or owned by a Loan Party (other than directly held Equity Interests (however classified) in a Person that prohibits is a Borrower, Guarantor or requires Wholly-Owned Restricted Subsidiary) to the extent either (x) that a security interest may not be granted by such Loan Party in such directly held Equity Interests (A) as a matter of law, or (B) under the terms of the governing document, joint venture agreement or shareholders agreement, as the case may be, applicable thereto, without the consent of any Person other than Borrower one or more applicable third parties thereto and its Subsidiaries which such consent has not been obtained as a condition to the creation by Borrower of a Lien on any rightobtained, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating (y) that the granting of a lien therein security interest would otherwise result in give rise to a material loss "right of first refusal", a "right of first offer" or similar right that may be exercised by Borrower of any material rights therein, (ii) a third party pursuant to the extent that any law applicable thereto prohibits the creation of governing document, joint venture agreement or shareholders agreement (each, a Lien thereon or (iii) to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i"Non-Transferable Interest"), (ii) any Equity Interest (whether classified as investment property or as a general intangible) in any Person that is a joint venture (and not also a Borrower, Guarantor or Wholly-Owned Restricted Subsidiary), which Equity Interest is pledged by the applicable Loan Party to a third party to secure any obligations of such Loan Party incurred on behalf of a joint venture so long as the Investment in such Person and the obligation relating thereto are permitted under the terms of the Credit Agreement (a "JV Pledged Interest"), (iii) to the extent, and for any Equity Interest (whether classified as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law, (e) investment property or assets owned by Borrower that is subject to as a purchase money Lien general intangible) in any Unrestricted Subsidiary (a "Unrestricted Subsidiary Interest"), or (iv) any Equity Interest (whether classified as investment property or as a Capital Lease Obligation if general intangible) in (x) any Foreign Subsidiary; (y) any FSHCO or (z) any domestic Restricted Subsidiary of either of the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person foregoing, other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assets, (f) any Intent To Use Trademark or any similar Trademark existing under Canadian law and (g) shares of capital stock having voting power in excess of 65% of the voting power Equity Interests and 100% of all classes the non-voting Equity Interests of capital stock of a any first tier controlled foreign corporation Foreign Subsidiary that is a CFC (as that term a "Foreign Subsidiary Interest"). The foregoing excluded Collateral set forth in sub-clauses (i) through (iv) hereof is described herein and in the IRC); provided, however, “Credit Agreement referred to as the "Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral)Assets".

Excluded Collateral. Notwithstanding Section 2.1anything herein to the contrary, in no event shall the Collateral shall not subject to this Agreement include (collectively, “Excluded Collateral”): or the security interest or lien granted under Section 2.1 attach to (a) any property held in trust by the Borrower and lawfully belonging to others, (b) the last day of the term of any lease of real property, provided that the Borrower shall stand possessed of such last day and shall assign and transfer such interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease or license or any contractual obligation entered into by Borrower (i) that prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower outstanding voting capital stock of a Lien on any right, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights therein, (ii) to the extent that any law applicable thereto prohibits the creation of a Lien thereon or (iii) to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i), (ii) and (iii) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law, (e) property or assets owned by Borrower that is subject to a purchase money Lien or a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assets, (f) any Intent To Use Trademark or any similar Trademark existing under Canadian law and (g) shares of capital stock having voting power CFC in excess of 65% of the voting power of all classes of capital stock of such CFC entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a first tier controlled foreign corporation greater percentage of the voting power of capital stock in a CFC without adverse tax consequences to Parent and its Subsidiaries, the Collateral shall include, and such security interest and lien shall attach to, such greater percentage of capital stock of each CFC, (b) all Commercial Tort Claims in an individual amount less than or equal to $10,000,000, (c) Margin Stock, (d) any asset to the extent and for so long as the grant of a security interest therein would be prohibited by a Requirement of Law or would require any Governmental Authorization (other than to the extent that term is described any such prohibition or requirement would be rendered ineffective pursuant to the anti-non-assignment provisions of the UCC or other applicable law), (e) Equity Interests in any Person other than the Grantors to the extent not permitted by the terms of such Person’s organizational or joint venture documents (other than to the extent that any such restriction would be rendered ineffective pursuant to the anti-non- assignment provisions of the UCC or other applicable law), (f) Equity Interests in Unrestricted Subsidiaries, (g) in the IRCcase of assets consisting of licenses, leases, agreements or other contracts or assets that are subject to purchase money financing or capital leases, to the extent and for so long as the grant of security therein is prohibited or restricted by any Requirement of Law or by the terms of such license, lease, agreement or other contract (including anti-assignment provisions of any such contract) or would require the consent of a Governmental Authority or a third party that is party to such contract (unless such consent has already been received or the applicable third party has agreed to cooperate with the establishment of any secured financing) or would trigger termination of (or a right to terminate) any such contract pursuant to any “change of control” or similar provision or the ability for any third party to amend any rights, benefits and/or obligations of the Credit Parties in respect of those assets, or which would require any Credit Party or any Subsidiary of any Credit Party to take any action materially adverse to the interests of such Credit Party or such Subsidiary (in each case, to the extent applicable and other than to the extent that any of the foregoing would be rendered ineffective pursuant to the anti-non-assignment provisions of the UCC or other applicable law), (h) any other asset to the extent that the cost, burden, difficulty or consequence (including any effect on the ability of the relevant Credit Party to conduct its operations and business in the ordinary course) of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby, as reasonably determined by the Borrower and the Collateral Agent (it being acknowledged that the maximum guaranteed or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the Borrower and the Collateral Agent reasonably determine that the benefit to the Lenders of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties), (i) any asset to the extent that the grant of a security interest therein would result in materially adverse tax consequences to Parent and its Subsidiaries, as reasonably determined by the Borrower in consultation with the Collateral Agent , (j) any “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” and any other Intellectual Property in any jurisdiction where, with respect thereto, the grant of a security interest therein would cause the invalidation, abandonment or unenforceability of such Intellectual Property under applicable law; provided, however, “Excluded Collateral” shall not include that any proceedsProceeds, products, substitutions or replacements of Excluded Collateral (Assets shall not constitute Excluded Assets unless such proceedsProceeds, products, substitutions or replacements would otherwise themselves constitute Excluded CollateralAssets, (k) property described on Schedule 2 and (l) through January 31, 2016, the Equity Interests in Arizona Chemical Aktiebolag; provided that, for the avoidance of doubt, following January 31, 2016, such security interest and lien shall attach to the Equity Interests in Arizona Chemical Aktiebolag subject to the other clauses of this Section 2.2 and only to the extent owned by a Grantor. Further, (a) no Grantor shall be required to take any action with respect to the perfection of security interests in any assets located, applied for, registered or otherwise arising under the law of any jurisdiction outside of the United States, and no foreign law security or pledge agreements or foreign Intellectual Property filings or searches shall be required, (b) the Credit Parties shall not be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, (c) perfection by control shall not be required with respect to assets requiring perfection through control agreements or other control arrangements, including deposit, securities and Commodities Accounts (except to the extent required pursuant to Section 4.1(i), the ABL Loan Documents or the Intercreditor Agreement), provided that the foregoing shall not apply to delivery of pledged Equity Interests and pledged promissory notes (other than pledged Equity Interests in Immaterial Subsidiaries and any pledged promissory note with a face amount of less than $5,000,000), and (d) no actions shall be required to perfect the grant of the security interest in vehicles and any other assets subject to certificates of title or ownership, commercial tort claims and letter of credit rights, in each case except to the extent perfection of a security interest therein may be accomplished by the filing of financing statements under the UCC.

Excluded Collateral. Notwithstanding Section 2.1, the Collateral shall not include (collectively, “Excluded Collateral”): (a) building fixtures (as opposed to trade fixtures) located on premises leased by any property held in trust by Obligor to the Borrower and lawfully belonging to others, (b) extent the last day pledge thereof or grant of the term of any lease of real property, provided that the Borrower shall stand possessed of such last day and shall assign and transfer such a security interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease or license or any contractual obligation entered into by Borrower therein is (i) that prohibits or requires validly prohibited by the consent lease governing such premises and (ii) would result in the forfeiture of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower of a Lien on any Obligor’s right, title or interest in thereunder under Applicable Law, provided, however, that at such permit, lease, license or contractual obligation or time as any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting such grant of a lien therein would otherwise security interest in any such fixtures shall not result in a material loss forfeiture under Applicable Law, such fixtures shall (without any further act or delivery by Borrower any Person) constitute Collateral hereunder; (b) in the case of the Swiss Borrower, types of Property for which security interest grants and pledges may not be validly granted as a matter of Swiss law; (c) any material rights thereinInvestment Property or General Intangibles or assets governed thereby (including any license, contract, permit, lease or franchise to the extent deemed a General Intangible), now or hereafter held or owned by any Grantor (iiwhich in no event shall include any assets that are included in the computation of the Borrowing Base), to the extent, in each case, that (i) a security interest may not be granted by a Grantor in such Investment Property or General Intangibles as a matter of law or (i) a security interest may not be granted under the express terms of the governing documents applicable to such General Intangible or Investment Property, without the consent of one or more applicable parties thereto; (d) equipment acquired after the Closing Date pursuant to Capital Leases to the extent that the agreements with respect thereto prohibit the inclusion of such equipment as Collateral; and (e) any law applicable thereto prohibits the creation of a Lien thereon or (iii) intent-to-use trademark application to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i), (ii) and (iii) to the extent, and for so long as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective creation by the PPSA or any other applicable law, (e) property or assets owned by Borrower that is subject to a purchase money Lien or Obligor of a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or security interest therein would result in the document providing for such Capital Lease Obligation) prohibits abandonment, invalidation or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation of any other Lien on such property or such assetsunenforceability thereof, (f) any Intent To Use Trademark or any similar Trademark existing under Canadian law and (g) shares of capital stock having voting power in excess of 65% of the voting power of all classes of capital stock of a first tier controlled foreign corporation (as that term is described in the IRC); provided, however, “that Excluded Collateral” Collateral shall not include any proceeds, products, substitutions or replacements of any Excluded Collateral referred to in this clause (e) (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded CollateralCollateral referred to in this clause (e)).