CUSTOMARY INITIAL DEPOSITS AND MARGIN
DEPOSITS AND SIMILAR LIENS ATTACHING TO COMMODITY TRADING ACCOUNTS OR OTHER
BROKERAGE ACCOUNTS INCURRED IN THE ORDINARY COURSE OF BUSINESS AND NOT FOR
SPECULATIVE PURPOSES;
(Z)
LIENS THAT ARE CONTRACTUAL RIGHTS OF SET-OFF (I) RELATING TO THE
ESTABLISHMENT OF DEPOSITORY RELATIONS WITH BANKS NOT GIVEN IN CONNECTION WITH
THE ISSUANCE OF INDEBTEDNESS, (II) RELATING TO POOLED DEPOSIT OR SWEEP ACCOUNTS
OF THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES TO PERMIT SATISFACTION OF
OVERDRAFT OR SIMILAR OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS OF
THE BORROWER AND ITS RESTRICTED SUBSIDIARIES OR (III) RELATING TO PURCHASE
ORDERS AND OTHER AGREEMENTS ENTERED INTO WITH CUSTOMERS OF THE BORROWER OR ANY
OF ITS RESTRICTED SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS;
(AA)
LIENS SECURING THE OBLIGATIONS AND LIENS SECURING CASH MANAGEMENT
SERVICES (AS DEFINED IN THE ABL CREDIT AGREEMENT);
(BB)
LIENS SOLELY ON ANY CASH EARNEST MONEY DEPOSITS MADE BY THE
BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES IN CONNECTION WITH ANY LETTER OF
INTENT OR PURCHASE AGREEMENT PERMITTED UNDER THIS AGREEMENT;
(CC)
THE RIGHTS RESERVED OR VESTED IN ANY PERSON BY THE TERMS OF ANY
LEASE, LICENSE, FRANCHISE, GRANT OR PERMIT HELD BY THE BORROWER OR ANY OF ITS
RESTRICTED SUBSIDIARIES OR BY A STATUTORY PROVISION, TO TERMINATE ANY SUCH
LEASE, LICENSE, FRANCHISE, GRANT OR PERMIT, OR TO REQUIRE ANNUAL OR PERIODIC
PAYMENTS AS A CONDITION TO THE CONTINUANCE THEREOF;
(DD)
RESTRICTIVE COVENANTS AFFECTING THE USE TO WHICH REAL PROPERTY
MAY BE PUT, PROVIDED, HOWEVER, THAT THE COVENANTS ARE COMPLIED WITH;
(EE)
SECURITY GIVEN TO A PUBLIC UTILITY OR ANY MUNICIPALITY OR
GOVERNMENTAL AUTHORITY WHEN REQUIRED BY SUCH UTILITY OR AUTHORITY IN CONNECTION
WITH THE OPERATIONS OF THAT PERSON IN THE ORDINARY COURSE OF BUSINESS;
(FF)
ZONING BY-LAWS AND OTHER LAND USE RESTRICTIONS, INCLUDING,
WITHOUT LIMITATION, SITE PLAN AGREEMENTS, DEVELOPMENT AGREEMENTS AND CONTRACT
ZONING AGREEMENTS;
(GG)
LIENS ARISING OUT OF CONDITIONAL SALE, TITLE RETENTION, CONSIGNMENT
OR SIMILAR ARRANGEMENTS FOR SALE OF GOODS ENTERED INTO BY THE BORROWER OR ANY
RESTRICTED SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS;
(HH)
[RESERVED];
(II)
RIGHTS OF A SELLER OF UNPAID GOODS IN RESPECT OF SUCH GOODS AT
COMMON LAW OR UNDER THE BANKRUPTCY AND INSOLVENCY ACT (CANADA) AND OTHER
APPLICABLE LEGISLATION;
47
(JJ)
THE RESERVATIONS, LIMITATIONS, PROVISOS AND CONDITIONS, IF ANY,
EXPRESSED IN ANY ORIGINAL GRANTS FROM THE CROWN UNDER CANADIAN LAW AND ANY
STATUTORY EXCEPTIONS TO TITLE UNDER CANADIAN LAW;
(KK)
CUSTOMARY TRANSFER RESTRICTIONS AND PURCHASE OPTIONS IN JOINT
VENTURE AND SIMILAR AGREEMENTS;
(LL)
LIENS CREATED PURSUANT TO THE ABL COLLATERAL DOCUMENTS, SECURING
INDEBTEDNESS INCURRED PURSUANT TO SECTION 7.03(B)(I)(X) IN FAVOR OF THE ABL
COLLATERAL AGENT, SO LONG AS SAME IS AT ALL TIMES SUBJECT TO THE INTERCREDITOR
AGREEMENT; AND
(MM)
LIENS INCURRED TO SECURE OBLIGATIONS IN RESPECT OF ANY INDEBTEDNESS
PERMITTED TO BE INCURRED PURSUANT TO SECTION 7.03; PROVIDED THAT, WITH RESPECT
TO LIENS SECURING OBLIGATIONS PERMITTED UNDER THIS CLAUSE (MM), AT THE TIME OF
INCURRENCE AND AFTER GIVING PRO FORMA EFFECT THERETO, THE CONSOLIDATED SECURED
DEBT