Common use of ULC Shares Clause in Contracts

ULC Shares. The Canadian Co-Issuer acknowledges that certain of the Indenture Collateral of the Canadian Co-Issuer may in the future consist of ULC Shares, and that neither the Trustee nor any other Secured Party shall under any circumstances prior to realization thereon be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Base Indenture or any other Transaction Document, where the Canadian Co-Issuer is the registered owner of ULC Shares which are Indenture Collateral of the Canadian Co-Issuer, the Canadian Co-Issuer shall remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Trustee or its designee, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, the Canadian Co-Issuer shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, with respect to such ULC Shares (except for any dividend or distribution comprised of Canadian Collections required to be deposited to the Accounts in accordance with the terms hereof) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Canadian Co-Issuer would if such ULC Shares were not pledged to the Trustee for the benefit of the Secured Parties pursuant hereto. Nothing in this Base Indenture or any other Transaction Document is intended to, and nothing in this Base Indenture or any other Transaction Document shall, constitute the Trustee, any other Secured Party, or any other Person other than the Canadian Co-Issuer, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such the Canadian Co-Issuer and further steps are taken pursuant hereto or thereto so as to register the Trustee or its designee, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the Trustee, its designee or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Indenture Collateral of the Canadian Co-Issuer without otherwise invalidating or rendering unenforceable this Base Indenture or invalidating or rendering unenforceable such provision insofar as it relates to Indenture Collateral of the Canadian Co-Issuer which is not ULC Shares. Except upon the exercise of rights of the Trustee to sell, transfer or otherwise dispose of ULC Shares in accordance with this Base Indenture, the Canadian Co-Issuer shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the Trustee, its designee or any other Secured Party to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favor in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the grant of a security interest over the ULC Shares in favor of the Trustee; or (e) act as a shareholder of such ULC, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote its ULC Shares.

ULC Shares. The Each Canadian Co-Issuer Loan Party acknowledges that certain of the Indenture Collateral of the such Canadian Co-Issuer Loan Party may now or in the future consist of ULC Shares, and that it is the intention of Collateral Agent and each Canadian Loan Party that neither the Trustee Collateral Agent nor any other Secured Party shall should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Base Indenture Agreement, the Credit Agreement or any other Transaction Finance Document, where the a Canadian Co-Issuer Loan Party is the registered and beneficial owner of ULC Shares which are Indenture Collateral of the such Canadian Co-IssuerLoan Party, the such Canadian Co-Issuer shall Loan Party will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Trustee or its designeeCollateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, the each Canadian Co-Issuer Loan Party shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, with in respect to of such ULC Shares (except for any dividend or distribution comprised of any certificates representing the Investment Property of such Canadian Collections required Loan Party, which shall be delivered to be deposited Collateral Agent to the Accounts in accordance with the terms hereofhold hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the such Canadian Co-Issuer Loan Party would if such ULC Shares were not pledged to the Trustee for the benefit of the Secured Parties Collateral Agent pursuant hereto. Nothing in this Base Indenture Agreement, the Credit Agreement or any other Transaction Finance Document is intended to, and nothing in this Base Indenture Agreement, the Credit Agreement or any other Transaction Finance Document shall, constitute the TrusteeCollateral Agent, any other Secured Party, or any other Person other than the applicable Canadian Co-IssuerLoan Party, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such the Canadian Co-Issuer Loan Party and further steps are taken pursuant hereto or thereto so as to register the Trustee or its designeeCollateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof or the Credit Agreement or any other Finance Document would have the effect of constituting the Trustee, its designee Collateral Agent or any other Secured Party as a member or a shareholderParty, as applicable, a member or shareholder of any ULC prior to such time, such provision shall be severed herefrom or therefrom and shall be ineffective with respect to ULC Shares which are Indenture Collateral of the any Canadian Co-Issuer Loan Party without otherwise invalidating or rendering unenforceable this Base Indenture Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Indenture Collateral of the any Canadian Co-Issuer Loan Party which is not ULC Shares. Except upon the exercise of rights of the Trustee Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Base IndentureAgreement, the Credit Agreement or the other Finance Documents, each Canadian Co-Issuer Loan Party shall not cause or permit, or enable any an issuer that is a ULC in which it holds ULC Shares to cause or permit, the Trustee, its designee Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCissuer; (b) have any notation entered in their favor favour in the share register of such ULCissuer; (c) be held out as shareholders or members of such ULCissuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC issuer by reason of Collateral Agent holding the grant of a security interest Security Interests over the ULC Shares in favor of the TrusteeShares; or (e) act as a shareholder or member of such ULCissuer, or exercise any rights of a shareholder or member including the right to attend a meeting of shareholders or members of such ULC issuer or to vote its ULC Shares.

ULC Shares. The Canadian Co-Issuer acknowledges that certain Notwithstanding the grant of security interest made by the Indenture Collateral Grantors in favour of the Canadian Co-Issuer may in Collateral Agent, for the future consist rateable benefit of ULC Shares, and that neither the Trustee nor any other Secured Party shall under any circumstances prior to realization thereon be a “member” or a “shareholder”, as applicableParties, of a ULC for the purposes all of any ULC Laws. Therefore, notwithstanding any provisions to the contrary its Pledged Stock or anything else contained in this Base Indenture Agreement or any other Transaction Documentdocument or agreement among all or some of the parties hereto, where the Canadian Co-Issuer is the registered owner of any Grantor that owns or controls any ULC Shares which are Indenture Collateral of the Canadian Co-Issuer, the Canadian Co-Issuer pledged hereunder shall remain registered as the sole registered and beneficial owner of such ULC Shares and will remain as registered and beneficial owner until such time as such ULC Shares are effectively transferred into the name of the Trustee or its designee, any other Secured Party, Canadian Collateral Agent or any other Person person on the books and records of the applicable ULCULC which is the issuer of such ULC Shares (a “ULC Issuer”). Accordingly, the Canadian Co-Issuer Accordingly such Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, with in respect to of such ULC Shares (except for any dividend or distribution comprised of Canadian Collections insofar as the Grantor has granted a security interest therein and is required to be deposited to the Accounts deliver such Pledged Collateral in accordance with the terms hereofherewith) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC Issuer thereof to the same extent as the Canadian Co-Issuer Grantor would if such ULC Shares were not pledged to the Trustee Canadian Collateral Agent (for its own benefit and for the benefit of the Secured Parties Lenders, or otherwise) pursuant hereto. Nothing in this Base Indenture Agreement or any other Transaction Document document or agreement among all or some of the parties hereto is intended to, and nothing in this Base Indenture to or shall constitute the Canadian Collateral Agent or any other Transaction Document shallperson as a shareholder, constitute the Trustee, any other Secured Party, or any other Person other than the Canadian Co-Issuera Grantor, as a shareholder or member or shareholder of a any ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), Law until such time as notice is given to such the Canadian Co-ULC Issuer of the ULC Shares pledged and further steps are taken pursuant hereto or thereto thereunder so as to register the Trustee Canadian Collateral Agent or its designee, any other Secured Party, or such other Person, as specified in such notice, person as the holder of the ULC SharesInterests of such ULC. To the extent any provision hereof would have the effect of constituting the Trustee, Canadian Collateral Agent or its designee or nominee any other Secured Party person as a shareholder or member or of a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to the ULC Shares which are Indenture Collateral of the Canadian Co-Issuer such ULC without otherwise invalidating or rendering unenforceable this Base Indenture Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Indenture Collateral of the Canadian Co-Issuer Pledged Stock which is are not ULC Shares. Except upon the exercise of rights of the Trustee to sell, transfer sell or otherwise dispose of ULC Shares in accordance with this Base Indenturefollowing the occurrence and during the continuance of an Event of Default hereunder, the Canadian Co-Issuer no Grantor shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, the TrusteeCanadian Collateral Agent or its nominee, its designee or any other Secured Party Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favor its favour in the share register of such ULC; (c) be held out as shareholders a shareholder or members member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the grant of Canadian Collateral Agent or other person holding a security interest over the in such ULC Shares in favor of the TrusteeShares; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of shareholders of such ULC of, or to vote its ULC Sharesthe shares of, such ULC.

ULC Shares. The Canadian Co-Issuer Borrower acknowledges that certain of the Indenture Collateral of the Canadian Co-Issuer may now or in the future consist of shares of an unlimited liability corporation (the “ULC Shares”), and that it is the intention of Collateral Agent, the Lenders and Borrower that neither the Trustee Collateral Agent nor any Lender nor any beneficiary, successor in interest, agent or any other Secured Party shall Affiliate of Collateral Agent or any Lender should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited liability corporation (as organized under the laws of any Province or Territory in Canada, each a ULC “ULC”) for the purposes of any ULC Lawslegislation governing such ULC. Therefore, notwithstanding any provisions to the contrary contained in this Base Indenture Agreement or any other Transaction Loan Document, where the Canadian Co-Issuer Borrower is the registered owner of ULC Shares which are Indenture Collateral of the Canadian Co-IssuerCollateral, the Canadian Co-Issuer shall Borrower will remain the sole registered owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Trustee Collateral Agent or its designeeany Lender or any beneficiary, successor in interest, agent or any other Secured PartyAffiliate of Collateral Agent or any Lender, or any other Person on the books and records of the applicable ULC. Accordingly, the Canadian Co-Issuer Borrower shall be entitled to receive and retain for its own account any cash dividend on or other distribution, if any, with in respect to of such ULC Shares (except for any stock dividend or distribution comprised of Canadian Collections required to which shall be deposited subject to the Accounts in accordance with the terms hereofsecurity interest created hereunder and to this Section 4.4) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Canadian Co-Issuer Borrower would if such ULC Shares were not pledged to the Trustee Collateral Agent, for the ratable benefit of the Secured Parties Lenders, pursuant hereto. Nothing in this Base Indenture Agreement or any other Transaction Loan Document is intended to, and nothing in this Base Indenture Agreement or any other Transaction Loan Document shall, constitute the TrusteeCollateral Agent, any Lender or any beneficiary, successor in interest, agent or any other Secured PartyAffiliate of Collateral Agent or any Lender, or any other Person other than the Canadian Co-IssuerBorrower, a member or shareholder of a ULC for the purposes of any legislation governing such ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such the Canadian Co-Issuer Borrower and further steps are taken pursuant hereto or thereto so as to register the Trustee Collateral Agent or its designeeany Lender or any beneficiary, successor in interest, agent or any other Secured PartyAffiliate of Collateral Agent or any Lender, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof would have the effect of constituting the TrusteeCollateral Agent, its designee any Lender, or any beneficiary, successor in interest, agent or any other Secured Party Affiliate of Collateral Agent or any Lender as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Indenture Collateral of the Canadian Co-Issuer without otherwise invalidating or rendering unenforceable this Base Indenture Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Indenture Collateral of the Canadian Co-Issuer which is not ULC Shares. Except upon the exercise of rights of the Trustee Collateral Agent or any Lender to sell, transfer or otherwise dispose of ULC Shares in accordance with this Base IndentureAgreement, the Canadian Co-Issuer Borrower shall not cause or permitpermit Collateral Agent, any Lender or enable any ULC beneficiary, successor in which it holds ULC Shares to cause or permitinterest, the Trustee, its designee agent or any other Secured Party Affiliate of Collateral Agent or any Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in their favor favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason solely of the grant of Collateral Agent or any Lender holding a security interest over the ULC Shares in favor of the TrusteeShares; or (e) act as a shareholder of such ULC, or exercise any rights of a shareholder including the right to attend a meeting of shareholders of such ULC or to vote its Borrower’s ULC Shares.

ULC Shares. The Canadian Co-Issuer Each Debtor acknowledges that certain of the Indenture Collateral of the Canadian Co-Issuer such Debtor may now or in the future consist of ULC Shares, and that it is the intention of the Canadian Collateral Agent and each Debtor that neither the Trustee Canadian Collateral Agent nor any other Secured Party shall should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of a ULC for the purposes of any ULC Laws. Therefore, notwithstanding any provisions to the contrary contained in this Base Indenture Agreement, the Credit Agreement or any other Transaction Loan Document, where the Canadian Co-Issuer a Debtor is the registered owner of ULC Shares which are Indenture Collateral of the Canadian Co-Issuersuch Debtor, the Canadian Co-Issuer shall such Debtor will remain the sole registered and beneficial owner of such ULC Shares until such time as such ULC Shares are effectively transferred into the name of the Trustee or its designeeCanadian Collateral Agent, any other Secured Party, or any other Person on the books and records of the applicable ULC. Accordingly, the Canadian Co-Issuer each Debtor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, with in respect to of such ULC Shares (except for any dividend or distribution comprised of Canadian Collections required to Pledged Security Certificates of such Debtor, which shall be deposited delivered to the Accounts in accordance with the terms hereofCanadian Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the applicable ULC to the same extent as the Canadian Co-Issuer such Debtor would if such ULC Shares were not pledged to the Trustee for the benefit of the Secured Parties Canadian Collateral Agent pursuant hereto. Nothing in this Base Indenture Agreement, the Credit Agreement or any other Transaction Loan Document is intended to, and nothing in this Base Indenture Agreement, the Credit Agreement or any other Transaction Loan Document shall, constitute the TrusteeCanadian Collateral Agent, any other Secured Party, or any other Person other than the Canadian Co-Issuerapplicable Debtor, a member or shareholder of a ULC for the purposes of any ULC Laws (whether listed or unlisted, registered or beneficial), until such time as notice is given to such the Canadian Co-Issuer Debtor and further steps are taken pursuant hereto or thereto so as to register the Trustee or its designeeCanadian Collateral Agent, any other Secured Party, or such other Person, as specified in such notice, as the holder of the ULC Shares. To the extent any provision hereof or of the Credit Agreement or any other Loan Document would have the effect of constituting the Trustee, its designee Canadian Collateral Agent or any other Secured Party as a member or a shareholder, as applicable, of any ULC prior to such time, such provision shall be severed herefrom and shall be ineffective with respect to ULC Shares which are Indenture Collateral of the Canadian Co-Issuer any Debtor without otherwise invalidating or rendering unenforceable this Base Indenture Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Indenture Collateral of the Canadian Co-Issuer any Debtor which is not ULC Shares. Except upon the exercise of rights of the Trustee Canadian Collateral Agent to sell, transfer or otherwise dispose of ULC Shares in accordance with this Base IndentureAgreement, the Canadian Co-Issuer each Debtor shall not cause or permit, or enable any a Pledged Issuer that is a ULC in which it holds ULC Shares to cause or permit, the Trustee, its designee Canadian Collateral Agent or any other Secured Party to: (a) be registered as a shareholder or member of such ULCPledged Issuer; (b) have any notation entered in their favor favour in the share register of such ULCPledged Issuer; (c) be held out as shareholders or members of such ULCPledged Issuer; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC Pledged Issuer by reason of the grant of a security interest Canadian Collateral Agent holding the Security Interests over the ULC Shares in favor of the TrusteeShares; or (e) act as a shareholder or member of such ULCPledged Issuer, or exercise any rights of a shareholder of member of such Pledged Issues including the right to attend a meeting of shareholders of such ULC Pledged Issuer or to vote its ULC Shares, issued by such Pledged Issuer.