Excluded Property. Notwithstanding any other provision of the Loan Documents, security over the following Property shall not be required: (i) (A) motor vehicles and other assets subject to certificates of title or goods required to be described by serial number under the PPSA, letter of credit rights (other than to the extent such rights can be perfected by filing a PPSA financing statement) and (B) any governmental licenses, leases or consents or federal or provincial, state or local franchises, charters and authorizations, to the extent a security interest in any such license, lease, consent, franchise, charter or authorization is prohibited or restricted thereby (after giving effect to the anti-assignment provisions of the PPSA, if applicable, the assignment of which is expressly deemed effective under the PPSA, notwithstanding such prohibition or restriction), other than proceeds and receivables thereof, (ii) except to the extent a security interest therein can be perfected by filing a PPSA financing statement, any assets specifically requiring perfection through control, Control Agreements or other control arrangements (other than delivery or control of pledged equity interests to the extent required herein), including deposit accounts, securities accounts and commodities accounts, (iii) pledges and security interests in assets prohibited or restricted by Applicable Law (including any requirement to obtain the consent of any Governmental Authority or third party) to the extent such consent has not been obtained (other than proceeds and receivables thereof) and those assets over which the granting of security interests in such assets would be prohibited by contract (including Permitted Liens, leases and licenses), Applicable Law or regulation (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the PPSA, other than proceeds thereof, the assignment of which is expressly deemed effective under the PPSA notwithstanding such prohibitions) or to the extent that such security interests would require obtaining the consent of any Governmental Authority or would result in materially adverse tax consequences, (iv) any non-Canadian collateral or credit support (excluding, for certainty, Non-Recourse Parent Guarantees and Non-Recourse Parent Pledges), (v) margin stock and, to the extent requiring the consent of one or more third parties or prohibited by the terms of any applicable organizational documents, joint ventur...
Excluded Property. Notwithstanding any of the other provisions set forth in this [Section 3, this Agreement shall not constitute a grant of a security interest in, and the Pledged Collateral shall not include, any property to the extent that such grant of a security interest (a) is prohibited by any Requirement of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law, (b) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, or (c) in the case of any Pledged Stock (other than any Pledged Stock issued by a Newco Subordinated Guarantor), any applicable shareholder or similar agreement, except in each case to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law.]
Excluded Property. Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) shall not be transferred, assigned or conveyed to Purchaser, and shall be excluded from the Property:
Excluded Property. Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:
Excluded Property. Specifically excluded from the Property and this sale are all items of personal property not described in Section 1 (and all personal property of tenants under the Leases) and the items described in Schedule 2 annexed hereto and made a part hereof.
Excluded Property. Notwithstanding anything to the contrary herein, the representations, warranties and covenants set forth herein in relation to the assets of the Grantors shall not apply to any Excluded Property.
Excluded Property. Notwithstanding anything in Section 2.01 hereof to the contrary, the term Collateral shall not include: (i) any equipment or goods that is subject to a “purchase money security interest” to the extent that such purchase money security interest (x) constitutes a Permitted Lien under the Credit Agreement and (y) prohibits the creation by a Grantor of a junior security interest therein, unless the holder thereof has consented to the creation of such a junior security interest; (ii) upon the written consent of the Administrative Agent, any Equity Interests in any Pledged Entity acquired on or after the Closing Date that is not a Subsidiary of the Borrower, if the terms of the Organizational Documents of such Pledged Entity do not permit the grant of a security interest in such Equity Interests by the owner thereof or the applicable Grantor has been unable to obtain any approval or consent to the creation of a security interest therein which is required under such Organizational Documents; and (iii) any Equity Interest in a Restricted Entity in excess of 49% of the Equity Interests in such Restricted Entity; provided that such security interest shall attach immediately and automatically to the remaining 51% of the Equity Interests in such Restricted Entity if such Restricted Entity is no longer subject to a any restriction in any document or agreement entered into in connection with the incurrence of Indebtedness permitted by the Credit Agreement that prohibits the Grantor that owns the Equity Interests in such Restricted Entity from granting a security interest in more than 49% of the Equity Interests of such Restricted Entity.
Excluded Property. Notwithstanding Sections 10.1.1 through 10.1.14, the payment and performance of the Credit Obligations shall not be secured by:
Excluded Property. Notwithstanding anything to the contrary in subsections 2.1(a) and (b), the property, assets, rights and interests set forth in this subsection 2.1(c) are expressly excluded from the Assets (collectively, the “Excluded Property”):
Excluded Property. It is expressly understood and agreed that: