Common use of Certain Limited Exclusions Clause in Contracts

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract permit, contract, property rights or agreement to which any Grantor is a party, and any of its rights or interest thereunder, interests thereunder or any Trademark if and to for so long as the extent that a grant of such security interest is prohibited by or in violation of shall (i) give any law, rule or regulation applicable other Person party to such Grantorlease, license, permit, contract, property rights or agreement the right to terminate its obligations thereunder, (ii) result in the abandonment, cancellation, invalidation or unenforceability of any right, title or interest of any Grantor therein or (iii) result in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision right or condition result would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); , provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing or legal prohibition giving rise to such right, result, termination, abandonment, cancellation, invalidation or unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract permit, contract, property rights, agreement or agreement Trademark that does not subject to result in any of the prohibitions consequences specified in (i), (ii) or (iiiii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) any license, permit or other governmental authorization that, under the terms and conditions of such governmental authorization or under applicable law, cannot be subjected to a Lien in favor of the Collateral Agent for the benefit of the Secured Parties without the consent of the relevant governmental authority; or (c) any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document this Section 1.3 to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a partyinclude, and any of its rights or interest thereunderno Grantor shall be deemed to have granted a Security Interest in, if and to the extent that a security interest is prohibited by or in violation of (i) any lawright under any Authorization, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, license or other contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of constituting a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereofGeneral Intangible, but only to the extent that (x) the creation granting of a security interest in such Equity Interests is prohibited therein or restricted by the Organizational Documents an assignment thereof would violate any applicable law or any enforceable provision of such entity lease, license or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except contract or agreement, as applicable, provided that to the extent such security interest at any time hereafter shall no longer be prohibited by law, and/or immediately upon such prohibition provision no longer being enforceable, as the case may be, the Collateral shall automatically and without any further action include, and the Grantors shall be deemed to have granted automatically and without any further action a Security Interest in, such right as if such law had never existed or restriction such provision had never been enforceable, as the case may be, (ii) any Margin Stock, and (iii) any Equity Interests of a Foreign Subsidiary which is deemed ineffective under a controlled foreign corporation (as defined in Section 957(a) of the UCC or other applicable lawCode), in each case, in existence prior provided that this exclusion shall not apply to (x) Voting Stock of any Foreign Subsidiary which is a controlled foreign corporation representing 65% (or such lesser percentage as is owned by the date hereof Grantors) of the total voting power of all outstanding Voting Stock of such Foreign Subsidiary and (y) 100% (or such lesser percentage as is owned by the Grantors used their commercially reasonable efforts, and did Grantors) of the Equity Interests not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent constituting Voting Stock of any such determination along with Foreign Subsidiary, except that any such additional information Equity Interests constituting “stock entitled to vote” within the meaning of Treas. Reg. Section 1.956-2(c)(2) shall be treated as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionVoting Stock for purposes of this Section 1.3(c).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. (a) Notwithstanding anything herein Section 7.1, the Collateral shall not include, and no Obligor shall be deemed to have granted a security interest in, any of such Obligor’s right, title or in interest in: (i) any Excluded Property; (ii) Letter-of-Credit Rights (other Secured Debt Document than to the contraryextent such rights can be perfected by filing a UCC financing statement); (iii) any governmental licenses or state or local franchises, charters and authorizations to the extent the granting of security interests therein are prohibited or restricted thereby; (iv) pledges and security interests prohibited or restricted by Applicable Law (including any requirement to obtain the consent of any Governmental Authority, unless such consent has been obtained (it being understood that there shall be no obligation to obtain such consent)) (after giving effect to the applicable anti-assignment provisions of the UCC, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition); (1) Property subject to a purchase money security agreement or capital lease agreement evidencing or governing purchase money and capital lease obligations that are permitted to be incurred pursuant to the Loan Documents to the extent the granting of a security interest therein is validly prohibited thereby or otherwise requires consent (but only so long as such prohibition or consent requirement was not created in no event shall contemplation or anticipation of the Collateral include or requirements under the security interest granted under Section 2.1 hereof attach to Loan Documents) and/or (a2) any lease, license, contract permit or agreement or any property subject to which any Grantor is a partysuch agreement, and any in each case in existence on the Closing Date or upon acquisition of its rights or interest thereunderthe relevant Obligor party thereto, if and to the extent that a grant of a security interest is prohibited by therein would violate or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any invalidate such lease, license, contract permit or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect after giving effect to the creation of the security interest hereunder pursuant to Sections 9applicable anti-406, 9-407, 9-408 or 9-409 assignment provisions of the UCC (or any successor provision other Applicable Law, the assignment of which is expressly deemed effective under the UCC or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) notwithstanding such prohibition), but only so long as such restriction or principles consent requirement was not created in contemplation or anticipation of equity); provided, however, that the Collateral shall include requirements under the Loan Documents); (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (cvi) any “intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.;

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest interests granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition would be term is rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately and automatically at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequencesresulting in repatriation of earnings, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-of the equity interests held by any Grantor in Stanadyne Amalgamations, Pte Ltd, provided that if, at any time after the date hereof, the restrictions upon the pledge of stock of Stanadyne Amalgamations Pte Ltd are removed or curtailed, the Collateral shall include, and the security interest granted by each Grantor shall attach to-use” application for registration , the full percentage of a Trademark filed pursuant the equity interests of Stanadyne Amalgamations Pte Ltd so permitted to Section 1(bbe pledged, subject to the limitations of subsection (b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to this Section 1(d) of the Xxxxxx Act 2.2; or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any of the equity interests held by any Grantor in any joint venture or any entity that is not a Immaterial Subsidiary, other than proceeds thereofprovided that if, but only to at any time after the extent that (x) date hereof, the creation of a security interest in such Equity Interests is prohibited total assets or restricted by the Organizational Documents total revenues of such entity or by any contractual restriction contained in any agreement with third party holders of Subsidiary exceed the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything amounts set forth in this Agreement the definition of "Immaterial Subsidiary" in the Credit Agreement, the Collateral shall include, and the security interest granted by each Grantor shall attach to, the full percentage of the equity interests of such Subsidiary, subject to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent limitations of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionsubsection (b) of this Section 2.2.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement, including any agreement governing a security, to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement, including any agreement governing a security, not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any Equipment financed by a Grantor with purchase money Indebtedness or Indebtedness with respect to Capital Leases permitted under the Credit Agreement (provided that such exclusion shall only apply to the extent such Grantor is prohibited from granting a security interest under the terms of such Indebtedness and only so long as such Indebtedness remains outstanding or if the granting of a lien on such assets would trigger the termination (or a right of termination) of, or violate the terms of, any such purchase money or capital lease agreement 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 applicable Loan Party in respect of those assets or which require any joint venture Loan Party or any entity subsidiary of any Loan Party to take any action adverse to the interests of that subsidiary or any Loan Party); (e) so long as the IRB Loan Agreement remains in effect, any Deposit Account, Securities Account, or Commodities Account owned by Wisconsin Industrial Sand Company, L.L.C.; (f) all leasehold interests (other than any Leasehold Properties that constitute Material Real Estate Assets); (g) all motor vehicles and other assets subject to certificates of title; (h) except to the extent perfected by the filing of a UCC financing statement, letter of credit rights in excess of amounts set forth in Section 5.2; (i) except to the extent perfected by the filing of a UCC financing statement, commercial tort claims in excess of amounts set forth in Section 5.2; (j) all fee-owned real property located outside the United States; (k) in the case of fee-owned real property located in the United States, that has a value less than $10,000,000 (with all required mortgages (if any) being delivered after the Closing Date); (l) any assets to the extent the grant of a security interest therein is not prohibited or restricted by applicable law, rule or regulation (including restrictions in respect of margin stock and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations) or that would require the consent of any governmental authority or third party to such pledge or security interest, unless such consent has been obtained, in each case except to the extent such prohibition or restriction is ineffective under the applicable Uniform Commercial Code; (m) all leases (other than any Leasehold Properties that constitute Material Real Estate Assets), contracts, agreements, licenses, franchises and permits (and any assets that are the subject thereof) to the extent the grant of a Subsidiarysecurity interest therein is prohibited or is restricted by applicable law or by the terms thereof or that would require the consent of any governmental authority or third party to such pledge or security interest, unless such consent has been obtained, in each case except to the extent such prohibition or restriction is ineffective under the applicable Uniform Commercial Code (other than proceeds thereof, but only the assignment of which is expressly deemed effective under the applicable Uniform Commercial Code notwithstanding such prohibition); (n) [reserved]; (o) equity interests in partnerships, joint ventures and any non-wholly owned subsidiary to the extent that (x) the creation of a security interest in such Equity Interests is prohibited organizational documents or restricted by other agreements with other equity holders do not permit or restrict the Organizational Documents pledge of such entity equity interests or by would require the consent of any contractual restriction contained third party to such pledge or security interest, unless such consent has been obtained; (p) margin stock; and (q) Excluded Accounts and the funds or other property held in or maintained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and (d) Equity Interests in any joint venture or any entity that is not other Goods covered by a Subsidiary, other than proceeds thereof, but only to certificate of title the extent that (x) the creation perfection of a security interest in such Equity Interests which is prohibited excluded from the Uniform Commercial Code in the relevant jurisdiction; (f) Foreign Intellectual Property; (g) Margin Stock or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates any Person (other than wholly owned Subsidiaries of a Grantor (except the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such prohibition Person’s organizational or restriction is deemed joint venture documents (unless such term, provision or condition would be rendered ineffective under with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, default or other violation of any term, provision or condition of such documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such Equity Interests not subject to the prohibitions specified in this clause 2.02(g) or (h) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any Collateral) located outside of the United States, provided that Grantor provide notice to Collateral Agent the aggregate value of such property and assets does not exceed $75,000,000 at any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptiontime.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and any of its rights or interests thereunder or any property to which Grantor has any right, title or interest which is subject to any such lease, license, contract, property right or agreement if and for so long as the grant of such security interest (i) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, (ii) would give any other party to such lease, license, contract, property right or agreement the right to terminate its obligations thereunder, if and (iii) would cause the forfeiture or require the transfer of any property subject to the extent that a security interest such lease, license, contract, property right or agreement or (iv) is prohibited by or in violation of (i1) any law, rule or regulation applicable to such GrantorGrantor or governing any such lease, license, contract, property right or agreement, or (ii2) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as (w) the condition causing such abandonment, invalidity or unenforceability, (x) the right to terminate, (y) the condition causing such forfeiture or transfer or (z) the contractual or legal prohibition prohibition, in each case, shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property right or agreement not subject to the prohibitions specified in (i), (ii), (iii) or (iiiv) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property right or agreement; (b) in any of the outstanding voting Equity Interests of a first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of in such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a such first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each such Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) all Equity Interests of Foreign Subsidiaries which are not first-tier Foreign Subsidiaries; (d) Equipment owned by any “Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or capitalized lease obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or capitalized lease obligation) validly prohibits the creation of any other Lien on such Equipment; (e) any interest in joint ventures and non-wholly owned Subsidiaries which cannot be pledged without the consent of one or more third parties; (f) any intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; (g) any motor vehicles, trailers, tractors and other like property title thereto which is governed or evidenced by a certificate of title or ownership or similar document; (dh) Equity Interests in Boise Hong Kong Limited (“BHK”) so long as BHK does not account for more than $2,500,000 of Consolidated Adjusted EBITDA during any joint venture or Fiscal Year of Borrower; (i) any entity Margin Stock held by any Credit Party; and (j) any assets with respect to which the Collateral Agent and the Borrower shall reasonably determine that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation cost of creating and/or perfecting a security interest therein is excessive in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except relation to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior benefit to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionSecured Parties. Notwithstanding anything set forth in this Agreement contained herein to the contrary, (x) except as otherwise provided for in this Agreement, the Grantor Grantors shall not be required to registertake any action intended to cause any Excluded Asset to constitute Collateral, (y) each defined term used in describing types or disclose categories of Collateral, including those used in Sections 2.1 (a) through (o) above, shall be deemed to exclude all Excluded Assets and (z) none of the representations, warranties and covenants shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionproperty constituting Excluded Assets.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and any of its rights or interests thereunder or any property to which Grantor has any right, title or interest which is subject to any such lease, license, contract, property right or agreement if and for so long as the grant of such security interest (i) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein, (ii) would give any other party to such lease, license, contract, property right or agreement the right to terminate its obligations thereunder, if and (iii) would cause the forfeiture or require the transfer of any property subject to the extent that a security interest such lease, license, contract, property right or agreement or (iv) is prohibited by or in violation of (i1) any law, rule or regulation applicable to such GrantorGrantor or governing any such lease, license, contract, property right or agreement, or (ii2) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as (w) the condition causing such abandonment, invalidity or unenforceability, (x) the right to terminate, (y) the condition causing such forfeiture or transfer or (z) the contractual or legal prohibition prohibition, in each case, shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property right or agreement not subject to the prohibitions specified in (i), (ii), (iii) or (iiiv) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property right or agreement; (b) in any of the outstanding voting Equity Interests of a first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of in such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a such first-tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each such Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) all Equity Interests of Foreign Subsidiaries which are not first-tier Foreign Subsidiaries; (d) Equipment owned by any “Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation or capitalized lease obligation permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or capitalized lease obligation) validly prohibits the creation of any other Lien on such Equipment; (e) any interest in joint ventures and non-wholly owned Subsidiaries which cannot be pledged without the consent of one or more third parties; (f) any intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance by the United States Patent and Trademark Office of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; (g) any motor vehicles, trailers, tractors and other like property title thereto which is governed or evidenced by a certificate of title or ownership or similar document; (dh) Equity Interests in Boise Hong Kong Limited (“BHK”) so long as BHK does not account for more than $2,500,000 of Consolidated Adjusted EBITDA during any joint venture or Fiscal Year of Borrower; (i) any entity Margin Stock held by any Credit Party; and (j) any assets with respect to which the Collateral Agent and the Borrower shall reasonably determine that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation cost of creating and/or perfecting a security interest therein is excessive in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except relation to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior benefit to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionSecured Parties. Notwithstanding anything set forth in this Agreement contained herein to the contrary, (x) except as otherwise provided for in this Agreement, the Grantor Grantors shall not be required to registertake any action intended to cause any Excluded Asset to constitute Collateral, (y) each defined term used in describing types or disclose categories of Collateral, including those used in Sections 2.1(a) through (o) above, shall be deemed to exclude all Excluded Assets and (z) none of the representations, warranties and covenants shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionproperty constituting Excluded Assets.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Pledged Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any asset, lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, Grantor (including any Gaming Law) or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Pledged Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of a the security interest in such Equity Interests is prohibited hereunder pursuant to Sections 9-406, 9-407, 9-408 or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders 9-409 of the other Equity Interests in such entity which holders are not Affiliates UCC (or any successor provision or provisions) of a Grantor (except to the extent any such prohibition relevant jurisdiction or restriction is deemed ineffective under the UCC or any other applicable law), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Pledged Collateral shall include (and such additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exceptionthe prohibitions specified in this Section 2.2(c) (the assets described in clause (a) through (c) above, collectively the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document this Section 1.3 to the contrary, in no event shall the Collateral include or the security interest include, and no Grantor shall be deemed to have granted a Security Interest in, (i) any right under Section 2.1 hereof attach to (a) any lease, license, permit or other contract or agreement to which any Grantor is constituting a partyGeneral Intangible (other than the Pledged Collateral), and any of its rights or interest thereunder, if and but only to the extent that the granting of a security interest is prohibited by therein or in violation an assignment thereof would violate any applicable law or any enforceable provision of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, license or other contract or agreement (unless such lawagreement, ruleas applicable, regulation, term, provision or condition would be rendered ineffective with respect provided that to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or extent such Security Interest at any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition hereafter shall no longer be applicable prohibited by law, and/or immediately upon such provision no longer being enforceable, as the case may be, the Collateral shall automatically and without any further action include, and the Grantors shall be deemed to have granted automatically and without any further action a Security Interest in, such right as if such law had never existed or such provision had never been enforceable, as the extent severablecase may be, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of in a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to votevote in the election of directors or other similar body of such Foreign Subsidiary; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of (iii) any Equity Interests Interest in a Rural Tower Network, LLC; (iv) any Equity Interest in any Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiaryfirst-tier Subsidiary of any Grantor; or (v) notwithstanding anything in clause (i) of this Section 1.3(b) to the contrary, other than proceeds thereofany Equity Interest in another Person that is not a Subsidiary of a Grantor, but only to the extent that (x) the creation Grantor owning such Equity Interest is required by any provision of any organizational document of the issuer of the Equity Interest or any other agreement related to such Equity Interests to obtain the consent of the issuer or any other Person owning any Equity Interest in the issuer prior to granting or perfecting a security interest in such Equity Interests is prohibited Interest; provided that Collateral shall include any proceeds, products, substitutions or restricted by the Organizational Documents replacements of such entity property (unless such proceeds, products, substitutions or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which replacements would result otherwise constitute property described in a Regulatory Exception, provided that Grantor provide notice any clause (i) to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception(v) above).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2(a) hereof attach to (ai) any lease, license, contract contract, property rights or agreement to which any each Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) in a breach or termination pursuant to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorterms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (iA) or (iiB) above; providedincluding, furtherwithout limitation, that the exclusions referred to in clause (a) any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property rights or agreement; or (bii) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation or Disregarded Domestic Subsidiary, as applicable; (ciii) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of Excluded Collateral. When funds are disbursed from the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and Investment Accounts (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only funds then deposited into or transferred to the extent another Account that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionthe security interests granted under this Agreement) in accordance with the terms of the Deposit Agreement, such funds shall be cease to be subject to the security interests granted under this Agreement.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof 2.01(a) attach to to, and the Security Agreement Collateral shall not include: (a) any lease, license, contract or agreement to which any Grantor Pledgor is a party, and any of its rights or interest thereunder, if and party to the extent that the collateral assignment thereof or the creation of a security interest is prohibited by therein would constitute a breach of the terms of such agreement, or in violation of (i) would permit any law, rule or regulation applicable party to such Grantoragreement to terminate such agreement, in each case as entered into by the applicable Pledgor; provided that, any of the agreements excluded in accordance with the foregoing shall cease to be so excluded (x) to the extent such term is, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be (in the case of after-acquired property or changes to applicable law), rendered ineffective with respect to the creation of the security interest hereunder pursuant to under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction (or any successor provision or provisionsprovision) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); providedor (y) if the applicable Pledgor has obtained all of the consents of the other parties to such agreement necessary for the collateral assignment of, however, that the Collateral shall include (and such or creation of a security interest shall attachin, such agreement; (b) immediately at such time as the contractual any property or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to asset hereafter acquired by any portion of such lease, license, contract or agreement not Pledgor that is subject to the prohibitions specified in a Lien permitted to be incurred pursuant to Sections 6.02(g), (h), (i) or and (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(bk) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretoCredit Agreement, solely to the extent, if any, that, and solely during extent that the period, if any, in which, documents evidencing such Lien prohibit the grant of a security interest therein would impair in or Lien on such property or asset; provided that, upon such property or asset no longer being subject to such Lien or prohibition, such property or asset shall (without any act or delivery by any person) constitute Security Agreement Collateral hereunder; (c) subject to Section 5.11 of the validity Credit Agreement, no more than 66.0% of the Equity Interests of Parent, Cayman III, Luxembourg Holdings, HIL, HV or enforceability of any registration that issues from Non-Guarantor Subsidiary, provided that, such intentNon-to-use application under applicable federal lawGuarantor Subsidiary is also a Foreign Subsidiary; and or (d) the Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in Designated Subsidiaries. Collateral Agent agrees that, at any Pledgor’s reasonable request and expense, it will provide such entity which holders are not Affiliates of a Grantor (except to Pledgor confirmation that the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth assets described in this Section 2.02 are in fact excluded from the Security Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCollateral.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease license, contract property rights or agreement (other than to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided. It is the intention of Grantors (other than Company) and Secured Party that this Agreement not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Each Grantor (other than Company) and, furtherby its acceptance hereof, that the exclusions referred to in clause Secured Party hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement: (a) the indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be incurred or secured by such Grantor without rendering this Agreement subject to avoidance under Section 2.2 shall not include 548 of the United States Bankruptcy Code or any Proceeds comparable provisions of any such leaseapplicable state or federal law, license, contract or agreement; and (b) in any the Collateral pledged by such Grantor hereunder shall be limited to the maximum amount of Collateral that can be pledged by such Grantor without rendering this Agreement subject to avoidance under Section 548 of the outstanding voting Equity Interests of a Foreign Subsidiary United States Bankruptcy Code or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability comparable provisions of any registration that issues from such intent-to-use application under applicable state or federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract license or other agreement or any property subject to which any Grantor is a party, and any of its rights purchase money security interest or interest thereunder, if and similar arrangement to the extent that a grant of a security interest is prohibited by therein would violate or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any invalidate such lease, license, contract license or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the purchase money security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 similar arrangement or create a right of the UCC (or any successor provision or provisions) termination in favor of any relevant jurisdiction other party thereto (other than the Borrower or any other applicable law (including the Bankruptcy CodeGrantor) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and after giving effect to the extent severableapplicable anti-assignment provisions of the UCC, shall attach immediately to any portion other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreementprohibition; (b) in any of the outstanding voting Excluded Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableInterests; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, all leasehold interests; (e) all motor vehicles and other than proceeds thereof, assets subject to certificates of title (but only to the extent that a security interest therein cannot be perfected by the filing of a UCC financing statement); (xf) any specifically identified assets with respect to which the creation Administrative Agent and the Borrower reasonably agree that the costs of obtaining such a security interest or perfection thereof are excessive in view of the benefits to be obtained by the Lenders of the security to be afforded thereby; (g) any assets to the extent a security interest in such Equity Interests is assets would result in material adverse tax consequences; (h) pledges and security interests prohibited or restricted by the Organizational Documents applicable laws, including any requirement to obtain consent of such entity any governmental authority or by any contractual restriction contained in any agreement with third party holders of unless such consent has been obtained (excluding any prohibition or restriction that is ineffective under the other Equity Interests in such entity which holders are not Affiliates of UCC); (i) Receivables and any related assets securing a Grantor Permitted Receivables Financing (except an “Excluded Receivable”); (j) As-Extracted Collateral from a wellhead or minehead to the extent any such prohibition wellhead or restriction minehead is deemed ineffective under valued at less than $1,500,000 individually and (k) Excluded Accounts and the UCC funds or other applicable law), property held in each case, or maintained in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Accounts.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Indenture Document to the contrary, in no event shall the Collateral (as such term is defined herein and used herein) include or the security interest granted under Section 2.1 hereof attach to to: (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in this clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; ; (b) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic an Excluded Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteExcluded Subsidiary; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Foreign Subsidiary or a Disregarded Domestic an Excluded Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Foreign Subsidiary Excluded Subsidiary; (c) any applications for trademarks or Disregarded Domestic Subsidiaryservice marks filed in the United States Patent and Trademark Office (the “PTO”) pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the mxxx in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d); (d) Excluded Equity Interests; (e) Securitization Assets and any assets or property subject to a Permitted Lien securing Non-Recourse Indebtedness, Permitted Funding Indebtedness, Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements; (f) any Custodial Accounts; (g) any REO Assets; (h) any Equity Interest issued by a Securitization Entity that cannot be pledged as a result of restrictions in its or its parent’s Organizational Documents or documents governing or related to its or its subsidiaries’ Indebtedness; provided that, irrespective of the foregoing, the following assets shall constitute “Collateral”: (1) Unencumbered Servicing Advances, (2) Specified Deferred Servicing Fees and (3) subject to clause (k) below, Specified MSRs; (i) (x) any segregated deposit accounts or securities account containing solely deposits that constitute (i) Liens in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof, or (ii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation, in each case, to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property and (y) any property of a person existing at the time such person is acquired or merged with or into or consolidated with the Company or any Guarantor that is subject to a Lien securing Indebtedness permitted pursuant to clauses (5) and (6) of the definition of “Permitted Indebtedness” as set forth in the Indenture; provided that any such Lien shall encumber only those assets which secured such Indebtedness at the time such assets were acquired by Parent or its Subsidiaries, to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; (j) Prior to a Homeward Roll-up Event, all Excluded Homeward Assets and related deferred servicing fees of Homeward and its Subsidiaries to the extent, and only to the extent, and for so long as such pledge would result in Homeward not being in compliance with the minimum tangible net worth restrictions of Fxxxxx Mae, Fxxxxxx Mac or any state regulatory agency with authority over Homeward and its Subsidiaries, as applicable; and (ck) any “intent-to-use” application for registration of a Trademark filed pursuant MSR Collateral (as such term is defined in the Junior Priority Intercreditor Agreement) and Servicing Agreements related to Section 1(b) Specified MSRs of the Xxxxxx ActParent and its Subsidiaries entered into with Specified Government Entities, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that the pledge thereof requires an acknowledgement agreement from any Specified Government Entity; provided that, such Servicing Agreements and the Specified MSRs subject thereto (xother than Servicing Agreements with Fxxxxx Mae and Fxxxxxx Mac) shall be not excluded from Collateral if such acknowledgment agreements are not required as a condition to the creation of a security interest therein in favor of the Collateral Trustee, including, without limitation, Servicing Agreements and Specified MSRs with Gxxxxx Mae; provided, however, that Excluded Assets shall not include (i) any proceeds, substitutions or replacements of any property referred to in clauses (a) through (k) above (unless such Equity Interests is prohibited proceeds, substitutions or restricted by replacements would constitute Excluded Assets referred to in clauses (a) through (k) above) or (ii) any assets of the Organizational Documents Company or any Guarantor which secure (or purport to secure) any First Priority Obligations. In addition, (i) if USAA should exercise its right to purchase any Member MSR’s under the USAA Consent, the liens and security interests of the Collateral Trustee on such entity Member MSR’s and the net servicing revenue derived therefrom shall be deemed to be automatically released with no further action on the part of any Person and (ii) if the Collateral Trustee should exercise its rights to sell any Member MSR’s pursuant to any Security Document, such sale shall be subject to the condition that the purchaser of any such Member MSR’s enter into an agreement with USAA containing substantially the same provisions as those set forth in Sections 2 through 7 of the USAA Consent. Notwithstanding anything contained herein to the contrary, no Grantor shall be required to (i) take any action to create or by perfect any contractual restriction contained security interest in the Collateral under the laws of any jurisdiction outside the United States, or (ii) take any action to perfect any security interest in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent aircraft or any such prohibition or restriction is deemed ineffective under the UCC trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other applicable law)mobile equipment covered by certificate of title ownership (except, in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in filing of a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionfinancing statement).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided. It is the intention of Grantors (other than Company) and Secured Party that this Agreement not constitute a fraudulent transfer or fraudulent conveyance under any state or federal law that may be applied hereto. Each Grantor (other than Company) and, furtherby its acceptance hereof, that the exclusions referred to in clause Secured Party hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement: (a) the indebtedness secured hereby shall be limited to the maximum amount of indebtedness that can be incurred or secured by such Grantor without rendering this Agreement subject to avoidance under Section 2.2 shall not include 548 of the United States Bankruptcy Code or any Proceeds comparable provisions of any such leaseapplicable state or federal law, license, contract or agreement; and (b) in any the Collateral pledged by such Grantor hereunder shall be limited to the maximum amount of Collateral that can be pledged by such Grantor without rendering this Agreement subject to avoidance under Section 548 of the outstanding voting Equity Interests of a Foreign Subsidiary United States Bankruptcy Code or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability comparable provisions of any registration that issues from such intent-to-use application under applicable state or federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any asset, lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, Grantor (including any Gaming Law) or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Lxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Lxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Lxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any assets acquired after the date hereof in any an aggregate amount not to exceed $10,000,000, which amount shall be increased by an additional $5,000,000 on July 3, 2014 and each anniversary thereof while the Obligations are outstanding to the extent that, and for so long as, creating a security interest in such assets would violate an enforceable contractual obligation binding on such acquired assets that (i) existed at the time of acquisition thereof, (ii) applies only to such acquired assets and (iii) was not created or made binding on the assets in contemplation of or in connection with the acquisition of such assets (other than, in the case of joint ventures or similar arrangements otherwise permitted under the indenture, customary limitations on assignment entered into in connection with the formation of such joint venture or any entity that is not a Subsidiary, similar arrangement or the addition of other than proceeds thereof, but only parties thereto) (unless the relevant term or provision of such contractual obligation would be rendered ineffective with respect to the extent that (x) the creation of a security interest in pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such Equity Interests is prohibited term or restricted by provision of any such contractual obligation, then the Organizational Documents of Collateral shall include (and such entity security interest shall attach to) such assets at such time; (e) any equipment or other asset owned by any contractual restriction contained in any agreement Grantor that is subject to a purchase money lien or obligations with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except respect to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)Capital Leases, in each case, as permitted in existence prior the Credit Agreement, if the contract or other agreement in which the Lien is granted (or the documentation providing for such obligations with respect to Capital Lease) prohibits or requires the consent of any person other than a Grantor as a condition to the date hereof creation of any other security interest on such equipment or asset and, in each case, the prohibition or requirement is permitted under the Credit Agreement; (f) any vehicles, vessels or other Goods subject to certificate of title; (g) Excluded Deposit Accounts and Excluded Securities Accounts; (h) any Gaming License or rights thereto; (i) any Gaming Pledged Equity Interests; and (j) Equity Interests in any Person (other than wholly owned Subsidiaries of the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exceptionthe prohibitions specified in this Section 2.2(j) (the assets described in clause (a) through (j) above, collectively the “Excluded Assets”).

Certain Limited Exclusions. (a) Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Debtor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Debtor's right, title or interest in: (ai) any leasecash or deposit accounts; (ii) any Intellectual Property if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of any Debtor therein or if such a grant, under the terms of such Intellectual Property license, contract or agreement results in a breach or termination of the terms of, or constitutes a default under or termination of any such Intellectual Property license, contract or agreement (other than to the extent that the terms under such Intellectual Property license, contract or agreement that restricts such grant would be rendered ineffective pursuant to Section 9-406 or 9-408 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (iii) any license, contract or agreement to which any Grantor such Debtor is a party, and party or any of its rights or interest interests thereunder, if and including, without limitation, with respect to any Pledged Partnership Interests or any Pledged LLC Interests, to the extent extent, but only to the extent, that such a security interest is prohibited by or in violation grant, under the terms of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless including, without limitation, any partnership agreements or any limited liability company agreements), or otherwise, results in a breach or termination of the terms of, or constitutes a default under or termination of any such lawlicense, rule, regulation, term, provision contract or condition agreement (other than to the extent that any such term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 406 or 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, howeverthat each Debtor agrees to use all reasonable efforts to obtain all requisite consent to enable such Debtor to provide a security interest in such asset and, that in any event, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include (include, and such Debtor shall be deemed to have granted a security interest shall attach) immediately at in, all such time rights and interests as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of if such lease, license, contract or agreement not subject to the prohibitions specified provision had never been in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreementeffect; (biv) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to votevote (other than Mikohn South America, S.A. for which the Company shall only pledge 49.85% of its outstanding capital stock and Mikohn Australasia Pty. Ltd. for which the Company shall only pledge 50% of its outstanding capital stock); provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the each Debtor shall be deemed to have granted a security interest granted by each Grantor shall attach toin, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic SubsidiaryCorporation (other than Mikohn South America, as applicableS.A. and Mikohn Australasia Pty. Ltd.); (cv) any “intent-to-use” application for registration of a Trademark filed pursuant assets subject to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act Liens securing Purchase Money Indebtedness or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective Capitalized Lease Obligations permitted under the UCC or other applicable law), in each case, in existence prior Indenture unless a Lien thereon is granted to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose secure any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject obligations to a Regulatory Exceptionlender under the Credit Agreement; or (vi) any Gaming License.

Certain Limited Exclusions. Notwithstanding anything herein or contained in any other Secured Debt Document this Agreement to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) motor vehicles and other assets subject to certificates of title; (b) commercial tort claims where the amount of the net proceeds claimed is less than $10,000,000; (i) those assets over which the pledging or granting of a security interest in such assets (x) would be prohibited by any applicable law (other than any organizational document), rule or regulation (except to the extent such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibitions), (y) would be prohibited by, or cause a default under or result in a breach, violation or invalidation of, any lease, licenselicense or other written agreement or written obligation (each, contract or agreement a “Contract”) to which such assets are subject, including the Longwall Financing Arrangements, or would give another Person (other than the Company or any Grantor Controlled Subsidiary) a right to terminate or accelerate the obligations under such Contract or to obtain a Lien to secure obligations owing to such Person (other than the Company or any Controlled Subsidiary) under such Contract (but only to the extent such assets are subject to such Contract and such Contract is a partynot entered into for purposes of circumventing or avoiding the collateral requirements of the Parity Lien Debt Documents), unless the Company or any Guarantor may unilaterally waive it (in each case, except to the extent any such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC) or (z) would require obtaining the consent, approval, license or authorization of any Person (other than the Company or any Guarantor) or applicable Governmental Authority, except to the extent that such consent, approval, license or authorization has already been obtained, and (ii) any of its rights Contract or interest thereunderany property or other asset subject to Liens securing permitted Acquired Debt (limited to the acquired assets), if a purchase money security interest, Capital Lease Obligation or similar arrangement or sale and leaseback transaction to the extent that a grant of a security interest therein requires the consent of any Person (other than the Company or any Guarantor) as a condition to the creating of another security interest, would violate or invalidate such Contract or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than the Company or a Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC), other than proceeds and receivables thereof, the assignment of which is prohibited by or expressly deemed effective under the UCC notwithstanding such prohibition; (d) those assets with respect to which in violation the good faith judgment of the Company, (i) any law, rule the costs or regulation applicable other consequences of obtaining or perfecting such a security interest are excessive in relation to such Grantor, the benefits to be obtained by the Secured Parties therefrom or (ii) obtaining or perfecting a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition security interest would be rendered ineffective with respect result in adverse tax consequences to the creation Company or its Subsidiaries; (e) any Letter of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC Credit Rights (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and than to the extent severablea Lien thereon can be perfected by filing a customary financing statement); (f) any right, shall attach immediately title or interest in receivables assets sold, pledged or financed pursuant to a Permitted Receivables Financing, and all of the Company’s and any portion of such leaseSubsidiary’s rights, licenseinterests and claims under a Permitted Receivables Financing, contract or agreement not and any other assets subject to the prohibitions specified a Permitted Receivables Financing; (g) any real property and leasehold rights and interests in real property other than Material Real Property; (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (ch) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto; (i) (i) any Equity Interest that is Voting Stock of a first tier Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, solely to (ii) any Equity Interests of captive insurance subsidiaries and not for profit subsidiaries, (iii) any Equity Interests in, or assets of, any Securitization Subsidiary, (iv) any Equity Interests in an Unrestricted Subsidiary (other than Hillsboro or Xxxxxx), (v) margin stock, and (vi) any Equity Interests in any Subsidiary that is not Wholly Owned by the extentCompany or any Restricted Subsidiary or in a Joint Venture, if any, that, and solely during the period, if any, in which, the grant granting of a security interest therein (A) would impair be prohibited by, cause a default under or result in a breach of, or would give another Person (other than the validity Company or enforceability any Controlled Subsidiary) a right to terminate, under any Organizational Document, shareholders, joint venture or similar agreement applicable to such Subsidiary or Joint Venture or (B) would require obtaining the consent of any registration Person (other than the Company or any Controlled Subsidiary) (it being understood and agreed that issues from nothing herein shall prohibit or otherwise limit the Lien on the Equity Interests in Hillsboro or Xxxxxx as security for the Obligations of the Guarantors holding such intent-to-use application Equity Interests under the Note Guarantees, which shall be required and granted pursuant to the Parity Lien Security Documents); (j) except as required pursuant to clause (i)(i) above, any foreign collateral or credit support; (k) to the extent requiring the consent of one or more third parties or prohibited by the terms of any applicable federal law; and (d) organizational documents, joint venture agreement or shareholders’ agreement, Equity Interests in any joint venture or any entity that is not a Subsidiary, Person other than proceeds thereofWholly Owned Restricted Subsidiaries; (l) any governmental licenses or state or local franchises, but only charters and authorizations, in each case, to the extent that (x) the creation of a security interest interests in such Equity Interests is licenses, franchises, charters or authorizations are prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained thereby (in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (each case, except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior unenforceable after giving effect to the date hereof and applicable anti-assignment provisions of the UCC); (ym) deposits subject to Permitted Liens (other than the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth Liens in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent favor of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.Trustee); and

Certain Limited Exclusions. Notwithstanding anything herein or contained in any other Secured Debt Document this Agreement to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) motor vehicles and other assets subject to certificates of title; (b) commercial tort claims where the amount of the net proceeds claimed is less than $10,000,000; (i) those assets over which the pledging or granting of a security interest in such assets (x) would be prohibited by any applicable law (other than any organizational document), rule or regulation (except to the extent such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibitions), (y) would be prohibited by, or cause a default under or result in a breach, violation or invalidation of, any lease, licenselicense or other written agreement or written obligation (each, contract or agreement a “Contract”) to which such assets are subject, including the Longwall Financing Arrangements, or would give another Person (other than the Borrower or any Grantor Controlled Subsidiary) a right to terminate or accelerate the obligations under such Contract or to obtain a Lien to secure obligations owing to such Person (other than the Borrower or any Controlled Subsidiary) under such Contract (but only to the extent such assets are subject to such Contract and such Contract is a partynot entered into for purposes of circumventing or avoiding the collateral requirements of the indenture), unless the Borrower or any Guarantor may unilaterally waive it (in each case, except to the extent any such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC) or (z) would require obtaining the consent, approval, license or authorization of any Person (other than the Borrower or any Guarantor) or applicable Governmental Authority, except to the extent that such consent, approval, license or authorization has already been obtained, and (ii) any of its rights Contract or interest thereunderany property or other asset subject to Liens securing permitted Acquired Indebtedness (limited to the acquired assets), if a purchase money security interest, Capital Lease Obligation or similar arrangement or sale and leaseback transaction to the extent that a grant of a security interest therein requires the consent of any Person (other than the Borrower or any Guarantor) as a condition to the creating of another security interest, would violate or invalidate such Contract or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) after giving effect to the applicable anti-assignment provisions of the UCC), other than proceeds and receivables thereof, the assignment of which is prohibited by or in violation of expressly deemed effective under the UCC notwithstanding such prohibition; (d) those assets with respect to which (i) any lawin the reasonable judgment of the Facilities Administrative Agent and the Borrower, rule the costs or regulation applicable other consequences of obtaining or perfecting such a security interest are excessive in relation to such Grantorthe benefits to be obtained by the Secured Parties therefrom, unless otherwise directed in writing by Required Lenders, or (ii) obtaining or perfecting a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition security interest would be rendered ineffective with respect result in adverse tax consequences to the creation Borrower or its Subsidiaries as reasonably determined by the Borrower in consultation with the Facilities Administrative Agent, (e) any Letter of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC Credit Rights (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and than to the extent severablea Lien thereon can be perfected by filing a customary financing statement), (f) any right, shall attach immediately title or interest in Receivables Assets sold, pledged or financed pursuant to a Permitted Receivables Financing, and all of the Borrower’s and any portion of such leaseSubsidiary’s rights, licenseinterests and claims under a Permitted Receivables Financing, contract or agreement not and any other assets subject to the prohibitions specified a Permitted Receivables Financing, (g) any real property and leasehold rights and interests in real property other than Material Real Property, (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (ch) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely , (i) any Equity Interests set forth on Schedule 1.01(c) to the extentCredit Agreement, (ii) any Equity Interest that is Voting Stock of a first-tier Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (iii) any Equity Interests of captive insurance subsidiaries and not-for-profit subsidiaries, (iv) any Equity Interests in, or assets of, any Securitization Subsidiary, (v) any Equity Interests in an Unrestricted Subsidiary (other than the Deer Run Entities), (vi) margin stock, and (vii) any Equity Interests in any Subsidiary that is not Wholly Owned by the Borrower or any Restricted Subsidiary or in a Joint Venture, if any, that, and solely during the period, if any, in which, the grant granting of a security interest therein (A) would impair be prohibited by, cause a default under or result in a breach of, or would give another Person (other than the validity Borrower or enforceability any Controlled Subsidiary) a right to terminate, under any Organizational Document, shareholders, joint venture or similar agreement applicable to such Subsidiary or Joint Venture or (B) would require obtaining the consent of any registration Person (other than the Borrower or any Controlled Subsidiary) (it being understood and agreed that issues from such intent-to-use application under nothing herein shall prohibit or otherwise limit the Lien on the Equity Interests in the Deer Run Entities as security for the Secured Obligations, which shall be required and granted pursuant to the Security Documents), (j) except as required pursuant to clause (i)(ii) above, any foreign collateral or credit support; (k) to the extent requiring the consent of one or more third parties or prohibited by the terms of any applicable federal law; and (d) organizational documents, joint venture agreement or shareholders’ agreement, Equity Interests in any joint venture or any entity that is not a Subsidiary, Person other than proceeds thereofWholly Owned Restricted Subsidiaries; (l) any governmental licenses or state or local franchises, but only charters and authorizations, in each case, to the extent that (x) the creation of a security interest interests in such Equity Interests is licenses, franchises, charters or authorizations are prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained thereby (in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (each case, except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior unenforceable after giving effect to the date hereof and applicable anti-assignment provisions of the UCC); (ym) deposits subject to Liens permitted by Section 7.01 of the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth Credit Agreement (other than the Liens in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent favor of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.Trustee); and

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any (a) any U.S. intent-to-use trademark application for which a statement of use has not been filed with and duly accepted by the United States Patent and Trademark Office (but only until such statement is accepted by the United States Patent and Trademark Office), (b) motor vehicles and other assets subject to certificates of title (other than to the extent a security interest thereon can be perfected by the filing of a financing statement under the UCC), (c) property subject to a lien permitted by Section 6.03 of the Credit Agreement securing purchase money obligations or capital leases solely to the extent that a grant or perfection of a lien in favor of the Agent on any such property is prohibited by, or results in a breach or termination of, or constitutes a default under, the documentation governing such lien or the obligations secured by such lien and such restriction is enforceable under applicable law, (d) clauses (a) and (b) of the definition of “Excluded Accounts” in the Credit Agreement and (e) without duplication of clauses (a) through (d) above, lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to only for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) (collectively, the “Excluded Collateral”); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; providedabove (and all of Grantors’ rights, further, that the exclusions referred to title and interest in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property rights or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary agreements, or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds portion thereof, but only to the extent that (x) the creation of a security interest shall automatically be included in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable lawand considered as “Collateral”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 3.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor; (b) any license, contract or (ii) agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of a term, provision or condition (including any requirement to obtain the consent of any third party that has not been obtained) that constitutes a breach or default under such lease, license, contract or agreement (unless or results in the termination of such lawlease, rulelicense, regulation, term, contract or agreement and only to the extent that such term or provision or condition would be was not rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 9-408 or 406 through 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)UCC; provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 3.6 shall not include any Proceeds proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawfederal; provided, however, that a security interest in such trademark application (and the resulting registration) is promptly granted to the Administrative Agent upon the filing of a Statement of Use or an Amendment to Allege Use, as the case may be; (d) Equity Interests any assets of Grantor financed by purchase money Indebtedness or Capitalized Leases in any joint venture or any entity that is not a Subsidiary, other than proceeds thereofeach case permitted under the Credit Agreement, but only to the extent that (x) the documentation governing such Indebtedness or Capitalized Leases validly prohibits the creation by such Grantor of a security interest therein or requires the consent of any Person as a condition to the creation of any other security interest on such property and (e) any Deposit Account, Securities Account, Commodity Account (each as defined in the UCC) or other account of any Grantor (and all cash, cash equivalents and other securities or investments credited thereto or deposited therein) (i) used for all or any of the following purposes: payroll, benefits, taxes, escrow, customs, insurance imprest accounts or other fiduciary purposes or compliance with legal requirements, in all aforementioned cases, solely to the extent such legal or fiduciary requirements expressly prohibit the granting of a Lien thereon; (ii) to the extent that it is cash collateral for letters of credit (other than Letters of Credit issued under the Credit Agreement ) to the extent permitted by the Credit Agreement; and (iii) any specifically identified account with respect to which the Administrative Agent has determined (in its reasonable judgment) in writing that the costs of obtaining, perfecting or maintaining a security interest in such Equity Interests is prohibited asset exceeds the fair market value thereof or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of practical benefit to the other secured parties afforded thereby and (f) the Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionRestricted Subsidiary.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and party or any of its rights (including property rights with respect to the equipment) or interest interests thereunder, if and to the extent that a security interest is prohibited by or by, in violation of or shall result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any debtor therein, (ii) any law, rule or regulation applicable to such Grantor, or (iiiii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the New York UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, provided however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied or such contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i), (ii) or (iiiii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests equity interests of (i) a Material Foreign Subsidiary or a Disregarded (ii) an Excluded Domestic Subsidiary Subsidiary, in each case, in excess of 65% of the voting power of all classes of Equity Interests total Voting Stock of such Material Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Excluded Domestic Subsidiary, as applicable; (c) any of the outstanding equity interests of a Designated Non-Wholly-Owned Subsidiary, an Unrestricted Subsidiary, or any Subsidiary which does not meet the requirements of a Pledged Subsidiary; (d) all promissory notes, except to the extent constituting Pledged Collateral; (e) any Deposit Account or securities account which is subject to a Permitted Encumbrance and secures workers compensation or insurance obligations (“Specified Collateral Account”); (f) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity , provided, however, that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests trademark application (and the resulting registration) is prohibited promptly granted to the Collateral Agent upon the filing of a Statement of Use or restricted an Amendment to Allege Use, as the case may be; (g) equity interests held by the Organizational Documents a Loan Party of such entity a Person who is not a direct or by any contractual restriction contained in any agreement with third party holders indirect Subsidiary of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except Borrower to the extent that, and for so long as, the granting of a security interest hereunder in such equity interests would not be permitted by the terms of such issuing Person’s organizational documents or agreements with such other Persons holding the remainder of such equity interests, so long as such terms are not for the purpose of avoiding the grant of security interest hereunder; (h) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such prohibition lease, license or restriction is deemed ineffective under agreement or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (after giving effect to the applicable anti-assignment provisions of the New York UCC or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the New York UCC or other applicable law notwithstanding such prohibition), in each case, in existence prior ; and (i) any property or right to use property to the date hereof and (y) extent that the Grantors used their commercially reasonable efforts, and did not succeed, to remove burden or cost of obtaining or perfecting such prohibition or restriction. Notwithstanding anything set forth security interest is excessive in this Agreement relation to the contrarybenefit of the security afforded thereby, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as determined by the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionin its reasonable discretion.

Certain Limited Exclusions. Notwithstanding anything contained in Section 1.03 hereof or anything else herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof hereby in the Collateral attach to any of such Grantor’s right, title or interest in (collectively, the “Excluded Property”): (a) any asset or property right of any Grantor of any nature: (i) if the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or rendering unenforceable of such asset or property right, or the Company’s or any Subsidiary Guarantor’s loss of use of such asset or property right or (y) a breach, termination or default under any lease, license, contract contract, property right, permit or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and (other than to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the U.S. Bankruptcy Code) or principles of equity)) to which the Company or such Subsidiary Guarantor is party; provided, however, that the Collateral shall include or (and such security interest shall attachii) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to that any portion applicable law or regulation prohibits the creation of such lease, license, contract or agreement not subject a security interest thereon (other than to the prohibitions specified in extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (i) or (ii) above; provided, further, that the exclusions referred to in clause (aany successor provision or provisions) of this Section 2.2 shall not include any Proceeds relevant jurisdiction or any other applicable law or principles of any such lease, license, contract or agreement; equity); (b) in any of the outstanding voting Equity Interests of each class of voting equity interests issued by any first-tier Subsidiary that is not a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the such class of voting power of all classes of Equity Interests of issued by such Foreign first-tier Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon and all the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequencesOppenheimer Cooperative U.A., an entity formed under the Collateral shall include, and laws of the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; Netherlands; (c) Capital Stock issued by (i) Xxxxxxxxxxx Trust Company of Delaware, a corporation formed under the laws of Delaware, Oppenheimer Multifamily Housing & Healthcare Finance Inc., a corporation formed under the laws of Pennsylvania, and Xxxxxxxxxxx Cooperative U.A., an entity formed under the laws of the Netherlands, (ii) any “intentForeign Subsidiary that is not a first-to-use” application for registration tier Foreign Subsidiary and (iii) in the case of a Trademark Capital Stock issued by any Subsidiary, only to the extent that the value thereof, together with the value of all promissory notes or other instruments payable by such Subsidiary constituting Collateral, equals 20% or more of the Notes plus the principal amount at maturity of any other collateral permitted to be taken into consideration in determining whether separate financial information with respect to the issuer thereof would be required to be filed pursuant to Rule 3-16 of Regulation S-X; (d) promissory notes or other instruments payable by any Subsidiary, to the extent that the value thereof, together with the value of all Capital Stock of such Subsidiary constituting Collateral, equals 20% or more of the Notes plus the principal amount at maturity of any other collateral permitted to be taken into consideration in determining whether separate financial information with respect to the issuer thereof would be required to be filed pursuant to Rule 3-16 of Regulation S-X; (e) any foreign intellectual property and any assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements; (f) any applications for Trademarks filed in the United States Patent and Trademark Office (the “PTO”) pursuant to 15 U.S.C. § 1051 Section 1(b) unless and until acceptable evidence of use of the Xxxxxx ActTrademark in interstate commerce has been filed with, and accepted by, the PTO pursuant to 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to 1051 Section 1(c) or Section 1(d); (i) Deposit Accounts and Securities Account the balance of which consists exclusively of (x) withheld income taxes and federal, state or local employment taxes in such amounts as are required to be paid to the United States Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any Grantor and (y) amounts required to be paid over to an employee benefit plan pursuant to United States Department of Labor Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of any Grantor, and (ii) all segregated deposit accounts constituting (and the balance of which consists solely of funds set aside in connection with) tax accounts, payroll accounts and trust accounts; (h) cash and cash equivalents maintained in any account of any Subsidiary Guarantor that is an investment adviser registered under the Investment Advisers Act of 1940, as amended, so long as such account is maintained to satisfy qualified professional asset manager requirements under ERISA; (i) Deposit Accounts and Securities Accounts to the extent the aggregate value of assets therein does not exceed $2.0 million; (j) motor vehicles, aircraft and other assets in which a Lien may be perfected only through compliance with a non-UCC certificate of title statute of any state of the Xxxxxx Act with respect theretoUnited States of America or the District of Columbia, solely letter of credit rights and commercial tort claims; (k) Equipment leased by the Company or any of its Subsidiaries under a lease that prohibits the granting of a Lien on such equipment; (l) any leasehold improvements to the extent, if any, that, and solely during the period, if any, in which, extent that the grant of a security interest therein would impair violate the validity related lease; (m) assets subject to a purchase money lien, capitalized lease obligation or enforceability similar arrangement, in each case as permitted by the Indenture, to the extent that the contract or other agreement in which such Lien is granted (or the documentation providing for such capitalized lease obligation or similar arrangement) prohibits such assets from being Collateral and only for so long as such Lien remains outstanding; (n) Capital Stock of any registration that issues from such intent-to-use application under applicable federal law; and (d) or Equity Interests in any joint venture or any entity that is not a Subsidiary, Person other than proceeds thereof, but only Wholly Owned Subsidiaries to the extent that not permitted by the terms of such Person’s organizational documents; (xo) any property and assets the creation pledge of a security interest in such Equity Interests which (i) is prohibited or restricted by the Organizational Documents of such entity applicable law, rule or by regulation or (ii) would require governmental consent, approval, license or authorization; (p) Excluded Real Property or any contractual restriction contained in fixtures affixed to any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except real property to the extent any (A) such prohibition or restriction is deemed ineffective under the real property does not constitute Collateral and (B) security interest in such fixtures may not be perfected by a UCC or other similar financing statement in the jurisdiction of organization of the Company or the applicable law), Subsidiary Guarantor; and (q) Proceeds and products of any and all of the foregoing excluded assets described in each case, in existence prior clauses (a) through (p) above only to the date hereof extent such Proceeds and products would constitute property or assets of the type described in clauses (ya) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionthrough (p) above.

Certain Limited Exclusions. (a) Notwithstanding anything herein Section 7.1, the Collateral shall not include, and no Obligor shall be deemed to have granted a security interest in, any of such Obligor’s right, title or in interest in: (i) any Excluded Property; (ii) Letter-of-Credit Rights (other Secured Debt Document than to the contraryextent such rights can be perfected by filing a UCC financing statement); (iii) any governmental licenses or state or local franchises, charters and authorizations to the extent the granting of security interests therein are prohibited or restricted thereby; (iv) pledges and security interests prohibited or restricted by Applicable Law (including any requirement to obtain the consent of any Governmental Authority, unless such consent has been obtained (it being understood that there shall be no obligation to obtain such consent)) (after giving effect to the applicable anti-assignment provisions of the UCC, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition); (1) Property subject to a purchase money security agreement or capital lease agreement evidencing or governing purchase money and capital lease obligations that are permitted to be incurred pursuant to the Loan Documents to the extent the granting of a security interest therein is validly prohibited thereby or otherwise requires consent (but only so long as such prohibition or consent requirement was not created in no event shall contemplation or anticipation of the Collateral include or requirements under the security interest granted under Section 2.1 hereof attach to Loan Documents) and/or (a2) any lease, license, contract permit or agreement or any property subject to which any Grantor is a partysuch agreement, and any in each case in existence on the Closing Date or upon acquisition of its rights or interest thereunderthe relevant Obligor party thereto, if and to the extent that a grant of a security interest is prohibited by therein would violate or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any invalidate such lease, license, contract permit or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect after giving effect to the creation of the security interest hereunder pursuant to Sections 9applicable anti-406, 9-407, 9-408 or 9-409 assignment provisions of the UCC (or any successor provision other Applicable Law, the assignment of which is expressly deemed effective under the UCC or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) notwithstanding such prohibition), but only so long as such restriction or principles consent requirement was not created in contemplation or anticipation of equity); provided, however, that the Collateral shall include requirements under the Loan Documents); (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (cvi) any “intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.;

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any General Intangible or Investment Related Property (excluding any of the foregoing which constitutes Equity Interests), Account, Intellectual Property, promissory note, chattel paper, lease, license, property right, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, in each case, if and to the extent that a security interest is prohibited by or in violation of (or would result in the abandonment, invalidation or unenforceability thereof or would give any other party the right to terminate its obligations thereunder as a result of) (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such instrument, franchise, permit, lease, license, contract contract, property right or agreement (unless unless, in each case, such law, rule, regulation, term, provision or condition would is (x) rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity or (y) is capable of being waived by Holdings or any of its Subsidiaries); provided, however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, agreement or other applicable Collateral which is not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, agreement or other applicable Collateral; (b) more than 65% of the issued and outstanding voting capital stock of any direct Foreign Subsidiary of such Grantor or any International Holding Company; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in any such Foreign Subsidiary or International Holding Company without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each such Foreign Subsidiary or International Holding Company; (c) any Equipment that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement to the extent any agreement relating to such purchase money Lien or Capital Lease validly prohibits such Equipment to be subject to the security interest created hereby (and is not rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that (d) motor vehicles or any other Goods which are covered by a certificate of title under a statute of any jurisdiction under the Collateral shall include (and such law of which indication of a security interest shall attachon such certificate is required as a condition of perfection thereof; (e) immediately at such time as the contractual or legal prohibition shall no longer be applicable and any Equity Interest in any Person to the extent severablethat any term, shall attach immediately provision or condition of the Organizational Documents of such Person effectively prohibits the granting of a security interest in such Equity Interests or would result in a termination of any such Organizational Document pursuant to any portion “change of control” or similar provision of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) aboveOrganizational Document; provided, further, however that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, shall only be excluded from the Collateral shall include, and from the attachment of the security interest granted under Section 2.1 hereof to the extent that any such term, provision or condition of any such Organizational Document is not capable of waiver by each Grantor shall attach to, such greater percentage Holdings or any of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableits Subsidiaries; (cf) any “intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and (dg) Equity Interests any Excluded Account; or (h) to the extent included in the Collateral, any joint venture or any entity leased Real Estate Asset that is not a SubsidiaryMaterial Real Estate Asset; provided, other than proceeds thereof, but only that with respect to any assets of any Grantor with respect to which the extent that (x) the creation attachment and perfection of a security interest in such Equity Interests is prohibited or restricted assets are not governed by the Organizational Documents of UCC, the Collateral shall not include such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except assets solely to the extent any that the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such prohibition or restriction assets, as reasonably determined by the Collateral Agent, is deemed ineffective under the UCC or other applicable law), excessive in each case, in existence prior relation to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement practical benefit afforded to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSecured Parties thereby.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest interests thereunder, if and to the extent that a security interest (i) is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a is prohibited by or in violation of any term, provision or condition of any such lease, license, contract or agreement or creates a right of termination in favor of any other party thereto other than the Borrower or any of its Subsidiaries (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; agreement (to the extent such Proceeds do not otherwise constitute Excluded Property); (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in (x) each Non-Recourse Subsidiary to the extent, and for so long as, a Foreign pledge of such Equity Interests to the Collateral Trustee is prohibited by the terms of any Non-Recourse Project Indebtedness (as defined in the DIP Credit Agreement) of such Non-Recourse Subsidiary and (y) each other Person which is not a Subsidiary (other than any Unrestricted Subsidiary) to the extent, and for so long as, a pledge of such Equity Interests to the Collateral Trustee is prohibited by the terms of such Person’s organizational or a Disregarded Domestic joint venture documents or such Equity Interests could not be pledged without the consent of third parties that has not been obtained after using commercially reasonable efforts to obtain the same; provided, however, in each case, that the Collateral shall include (and such security interest shall attach to) such Equity Interest immediately at such time such prohibition shall no longer be applicable (unless otherwise excluded pursuant to the other provisions of this Section 2.2); (c) any of the outstanding Equity Interests in each Unrestricted Subsidiary without adverse tax consequencesto the extent, and for so long as, such subsidiary is an Unrestricted Subsidiary provided, however, that the Collateral shall include (and such security interest shall attach to) such Equity Interest immediately at such time such subsidiary ceases to be an Unrestricted Subsidiary (unless otherwise excluded pursuant to the other provisions of this Section 2.2); provided, further, however, that, subject to Sections 3.3 and 11, the Collateral shall include, include (and the such security interest granted by each Grantor shall attach to, such greater percentage of ) the Equity Interests in (i) YieldCo and YieldCo Intermediate, (ii) YieldCo II and YieldCo II Intermediate, (iii) Intermediate Holdings, (iv) First Wind Holdings, (v) each of each Foreign Subsidiary the Loan Party Service Providers and (vi) any Warehouse Entity (as defined in the DIP Credit Agreement) (if any equity interest therein is directly held or Disregarded Domestic Subsidiary, as applicable; owned by any Grantor); (cd) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and ; (de) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only the assets identified on Schedule 2.2 hereto (subject to the extent that limitations set forth on Schedule 2.2); and (xf) any assets expressly excluded from “DIP Collateral” (as defined in the creation Final Financing Order) pursuant to Paragraph 2(d) of a security interest in such Equity Interests is prohibited the Final Financing Order (including by operation of any of clause (i), (ii), (iii) or restricted (iv) of Section 6.17(b) of the DIP Credit Agreement (or by the Organizational Documents operation of such entity Paragraph 2(d) or such corresponding paragraph by any contractual restriction contained in any agreement with third party holders cross-reference to such Section 6.17(b) of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable lawDIP Credit Agreement), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Credit Document to the contrary, in no event shall the Collateral term “Collateral” (or any component comprising of such definition) include or the security interest granted under Section 2.1 hereof attach to the following (collectively, the “Excluded Property”): (a) any motor vehicles and other assets subject to certificates of title, except to the extent (i) that the fair market value of such motor vehicle individually exceeds $100,000 or (ii) that such asset may be perfected by the filing of a UCC-1 financing statement; (b) any lease, permit, license, contract contract, property rights or agreement (including the Windset Investment) or any property subject to a purchase money security interest, capital lease obligation or similar arrangement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9406, 9407, 9-408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), (ii) a breach or termination pursuant to the terms of, or a default under (including requirement of the consent of any Person to the grant of such security interest is prohibited by not otherwise obtained), any such lease, permit, license, contract, property rights, agreement or in purchase money arrangement, capital lease obligation or similar arrangement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9406, 9407, 9408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity), or (iii) a violation of (i) any law, rule or regulation applicable application to such Grantor, or Grantor (ii) a term, provision or condition of other than to the extent that any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition violation would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-4069406, 9-4079407, 9-408 or 9-409 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation, unenforceability, breach, termination, right of termination or legal prohibition default shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) result in any of the outstanding voting Equity Interests consequences specified in (x) or (y) above; (c) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby other than to the extent that any such restrictions would be rendered ineffective pursuant to Sections 9406, 9407, 9-408 or 9409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (d) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the GS / Landec – Pledge and Security Agreement period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (e) any Deposit Accounts or Securities Accounts that constitute “Excluded Accounts”; or (f) any of the outstanding capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided provided, that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation. Notwithstanding anything in this Section 2.2 to the contrary, (i) Proceeds of the Excluded Property and Accounts and Payment Intangibles (as defined in the UCC) arising therefrom (unless any such Proceeds, Accounts or Disregarded Domestic SubsidiaryPayment Intangibles would in itself constitute an asset described in clauses (a) through (f)), as applicable; (c) any “intent-to-use” application for registration of a Trademark filed shall not be excluded from the Collateral pursuant to this Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; 2.2 and (dii) Equity Interests in if and when any joint venture or any entity that is not a Subsidiaryproperty shall cease to be Excluded Property, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in and continuing lien on such Equity Interests is prohibited or restricted by property shall automatically be deemed granted therein to Collateral Agent, for the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders benefit of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSecured Parties.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Pledged Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any asset, lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, Grantor (including any Gaming Law) or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Pledged Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Pledged Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person's organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of a the security interest in such Equity Interests is prohibited hereunder pursuant to Sections 9-406, 9-407, 9-408 or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders 9-409 of the other Equity Interests in such entity which holders are not Affiliates UCC (or any successor provision or provisions) of a Grantor (except to the extent any such prohibition relevant jurisdiction or restriction is deemed ineffective under the UCC or any other applicable law), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Pledged Collateral shall include (and such additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exceptionthe prohibitions specified in this Section 2.2(c) (the assets described in clause (a) through (c) above, collectively the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any of the following (collectively, the “Excluded Property”): (a) any lease, license, contract contract, or agreement to which any Grantor is a party, including any Patent License, Trademark License, Trade Secret License, and Copyright License and any other Assigned Agreement, or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest (i) is prohibited by or in violation of (i) any law, rule statute or regulation applicable to such Grantor, thereto or (ii) shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract or agreement; provided, however, that (I) the foregoing exclusions set forth in clause (a) to the contrary notwithstanding, the Collateral shall include (and “Excluded Property” shall not include) any lease, license, contract, or agreement which would otherwise be excluded by operation of clause (unless a)(i) or clause (a)(ii) above if and to the extent that any such law, rule, regulation, described term, provision provision, restriction, or condition prohibition triggering the applicability of clause (a)(i) or (a)(ii) would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 9¬408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that (II) the Collateral shall include (and “Excluded Property” shall not include) and such security interest shall attachattach to any lease, license, contract, or agreement which would otherwise be excluded by operation of clause (a)(i) or clause (a)(ii) above immediately at such time as the contractual condition causing such breach, termination, default, prohibition, abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied (whether by change in law, statute or regulation (or in the interpretation of any law, statute or regulation) or by consent, waiver or other means) and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, or agreement that does not subject to result in any of the prohibitions consequences specified in (ia)(i) or (iia)(ii) above; provided, further, that and (III) the exclusions referred to foregoing exclusion set forth in clause (a) shall in no way be construed to limit, impair or otherwise affect Collateral Agent’s continuing security interests in and liens upon any rights or interests of this Section 2.2 shall not include any Proceeds Grantor in or to (1) monies due or to become due under or in connection with any described lease, license, contract, or agreement (including any Accounts) or (2) any proceeds from the sale, license, lease or other dispositions of any such lease, license, contract contract, or agreement; , (b) in any of the outstanding voting Equity Interests Capital Stock of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of any Grantor solely to the extent that such voting Capital Stock represents more than 65% of the voting power of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled and pledging more than 65% of such voting Capital Stock would reasonably be expected to voteresult in adverse tax consequences to the Company; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary CFC without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests the Capital Stock of each Foreign Subsidiary CFC; provided, that the foregoing exclusion set forth in clause (b) shall in no way be construed to limit, impair or Disregarded Domestic Subsidiaryotherwise affect Collateral Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds from the sale, as applicable; license, lease or other dispositions of any such Capital Stock, (c) any “United States intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior use trademark applications to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application trademark applications under applicable federal law; , provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (d) Equity Interests in Excluded Accounts or (e) any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only asset to the extent Company and Administrative Agent reasonably agree in writing that (x) the creation costs of a perfection for such asset exceed the benefit of the collateral security interest provided to the Secured Parties by such asset and such asset is specifically identified in such Equity Interests is prohibited or restricted by writing as “Excluded Property”. Anything to the Organizational Documents of such entity or by any contractual restriction contrary contained in any agreement with third party holders of the other Equity Interests in such entity which holders foregoing notwithstanding, assets or property that constitute or are not Affiliates of a Grantor (except purported to constitute collateral for the extent any such prohibition or restriction is deemed ineffective Indebtedness incurred under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Credit Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception“Excluded Property”.

Certain Limited Exclusions. (a) Notwithstanding anything herein to the contrary, in no event will the Collateral include and no Grantor will be deemed to have granted a security interest in (a) any of its right, title or interest in any trademark application filed on an “intent to use” basis until such time as a statement of use has been filed with and duly accepted by the United States Patent and Trademark Office and (b) with respect to each direct or indirect foreign subsidiary of the Company (each, a “Controlled Foreign Corporation”), any assets of such Controlled Foreign Corporation. Notwithstanding anything herein or the Indenture to the contrary, the security interest created by this Agreement shall not extend to, and the term Collateral shall not include, any Excluded Assets. (b) For the avoidance of doubt, notwithstanding anything herein or in any other Secured Debt Document the Indenture to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to (a) any leasein, license, contract or agreement to which any Grantor is a party, and any of its rights right, title or interest thereunderin Makena or the Makena Agreement until such time as specified in Section 9.04(c) of the Indenture, if and then only upon compliance with the requirements specified in such Section 9.04(c). (c) Notwithstanding anything herein or in the Indenture to the contrary, no Grantor shall be required to pledge or create a security interest in any Capital Stock or other equity interests of any Foreign Subsidiary to the extent that a security interest is prohibited by or in violation of such action (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other violates applicable law (including corporate benefit, financial assistance, fraudulent preference, thin capitalization rules and similar laws or regulations which limit the Bankruptcy Codeability to provide collateral security on local assets or properties) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or and/or (ii) above; provided, further, that the exclusions referred would reasonably be expected to in clause (a) violate or conflict with any fiduciary duties of this Section 2.2 shall not include any Proceeds of any such lease, license, contract officers or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests directors of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests result in a Foreign Subsidiary risk of personal or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability criminal liability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture officer or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents director of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)Foreign Subsidiary, in each case, in existence prior case as certified to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionby an officer of the Issuer.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, (a) any leaseIntellectual Property, if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of such Grantor therein; (b) in any license, contract or agreement to which any such Grantor is a party, and party or any of its rights or interest interests thereunder, if and including, without limitation, with respect to any Pledged Partnership Interests or any Pledged LLC Interests, to the extent extent, but only to the extent, that such a security interest is prohibited by or in violation grant would, under the terms of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless including, without limitation, any partnership agreements or any limited liability company agreements), or otherwise, result in a breach or termination of the terms of, or constitute a default under or termination of any such lawlicense, rule, regulation, term, provision contract or condition agreement (other than to the extent that any such term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 406 of the UCC (or any successor provision or provisionsprovision) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or would otherwise constitute a violation of law, regulation or policy; provided, howeverimmediately upon the ineffectiveness, that lapse or termination of any such provision, the Collateral shall include (include, and such each Grantor shall be deemed to have granted a security interest shall attach) immediately at in, all such time rights and interests as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of if such lease, license, contract or agreement not subject to the prohibitions specified provision had never been in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreementeffect; (bc) in any of the outstanding voting Equity Interests capital stock of a "controlled foreign corporation" as defined in the Internal Revenue Code of 1986, as amended from time to time (each, a "Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation"), in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary controlled foreign corporation entitled to vote; provided (d) the Chester Equipment; or (e) all equipment and other property to the exxxxx, but only to the extent, that such a grant would, under the terms of any contract or agreement to which such Grantor is a party in connection with certain industrial revenue obligations, be prohibited by or would otherwise result in a breach or termination of the terms of, or constitute a default under or termination of any such contract or agreement or would otherwise constitute a violation of law, regulation or policy; provided, immediately upon the amendment ineffectiveness, lapse or termination of any such provision precluding the Internal Revenue Code to allow the pledge grant of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequencessecurity interest on such property, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant be deemed to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of have granted a security interest therein would impair the validity or enforceability of any registration that issues from in, all such intent-to-use application under applicable federal law; rights and (d) Equity Interests interests as if such provision had never been in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptioneffect.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, (a) other than with respect to the NDAs and the ANDAs, in no event shall will the Collateral include or the and no Grantor will be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of its right, title or interest (ai) in any lease, license, contract Contract, permit, Instrument, security, franchise or other agreement to which any such Grantor is a party, and party or any of its rights or interest interests thereunder, if and (x) to the extent, but only to the extent, that such a grant would be prohibited by any requirement of applicable law of a government authority or (y) to the extent that such a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorgrant would constitute a default under, or (ii) a term, provision result in the breach of or condition termination of any such lease, license, contract instrument or agreement require the consent not obtained of a third party (unless other than (x) to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) provisions of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); providedequity or (y) with respect to licenses, however, that the Collateral shall include (Contracts and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable other agreements with regard to Intellectual Property and to the extent severable, shall attach immediately to negative pledge provisions contained in any portion of such lease, license, contract contract, permit, Instrument, security, franchise), but any exclusion per the foregoing shall not exclude any proceeds or agreement not subject to products of any such excluded asset and shall cease being excluded automatically upon the prohibitions specified in (i) or (ii) abovebasis for such exclusion being eliminated; provided, furtherthat, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, if requested by the Collateral shall includeAgent, and the security interest granted by each Grantor shall attach to, agrees to use its commercially reasonable efforts to obtain all requisite consents to enable such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant Grantor to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of provide a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained asset and, in any agreement with third party holders of event, immediately upon the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition ineffectiveness, lapse or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent termination of any such determination along with such additional information as provision, the Collateral Agent may reasonably request will include, and such Grantor will be deemed to verify have granted a security interest in, all such rights and interests as if such provision had never been in effect and (ii) any trademark application filed on an “intent to their satisfaction that use” basis until such information is subject time as a statement of use has been filed with and duly accepted by the United States Patent and Trademark Office and (b) with respect to each direct or indirect foreign subsidiary of Borrower (each, a Regulatory Exception“Controlled Foreign Corporation”), no assets of such Controlled Foreign Corporation shall be deemed pledged hereunder.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include any such lease, license, contract or agreement, and any of such Grantor’s rights or interest thereunder (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; ; (b) in any of the outstanding voting Equity Interests Capital Stock of a First-Tier Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests Capital Stock of such First-Tier Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; ; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.;

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof 2.01(a) attach to to, and the Security Agreement Collateral shall not include: (a) any lease, license, contract or agreement to which any Grantor Pledgor is a party, and any of its rights or interest thereunder, if and party to the extent that the collateral assignment thereof or the creation of a security interest is prohibited by therein would constitute a breach of the terms of such agreement, or in violation of (i) would permit any law, rule or regulation applicable party to such Grantoragreement to terminate such agreement, in each case as entered into by the applicable Pledgor; provided that, any of the agreements excluded in accordance with the foregoing shall cease to be so excluded (x) to the extent such term is, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be (in the case of after-acquired property or changes to applicable law), rendered ineffective with respect to the creation of the security interest hereunder pursuant to under Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction (or any successor provision or provisionsprovision) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); providedor (y) if the applicable Pledgor has obtained all of the consents of the other parties to such agreement necessary for the collateral assignment of, however, that the Collateral shall include (and such or creation of a security interest shall attachin, such agreement; (b) immediately at such time as the contractual any property or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to asset hereafter acquired by any portion of such lease, license, contract or agreement not Pledgor that is subject to the prohibitions specified in a Lien permitted to be incurred pursuant to Sections 6.02(g), (h), (i) or and (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(bk) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretoCredit Agreement, solely to the extent, if any, that, and solely during extent that the period, if any, in which, documents evidencing such Lien prohibit the grant of a security interest therein would impair in or Lien on such property or asset; provided that, upon such property or asset no longer being subject to such Lien or prohibition, such property or asset shall (without any act or delivery by any person) constitute Security Agreement Collateral hereunder; (c) subject to Section 5.11 of the validity Credit Agreement, no more than 66.0% of the Equity Interests of Parent, Cayman III, Luxembourg Holdings, HIL or enforceability of any registration that issues from Non-Guarantor Subsidiary, provided that, such intentNon-to-use application under applicable federal lawGuarantor Subsidiary is also a Foreign Subsidiary; and or (d) the Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in Designated Subsidiaries. Collateral Agent agrees that, at any Pledgor’s reasonable request and expense, it will provide such entity which holders are not Affiliates of a Grantor (except to Pledgor confirmation that the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth assets described in this Section 2.02 are in fact excluded from the Security Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCollateral.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Loan Document to the contrary, in no event shall the Collateral (as such term is defined herein and used herein and in any other Loan Document) include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteCorporation; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any applications for trademarks or service marks filed in the United States Patent and Trademark Office (the “intent-to-use” application for registration of a Trademark filed PTO”) pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the Xxxxxx Act, xxxx in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to §1051 Section 1(c) of the Xxxxxx Act with respect theretoor Section 1(d); (d) Excluded Equity Interests; (e) Securitization Assets and any assets or property subject to a Permitted Lien securing Non-Recourse Indebtedness, solely to the extentPermitted Funding Indebtedness, if any, that, Permitted Securitization Indebtedness and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of Indebtedness under Credit Enhancement Agreements; (f) any registration that issues from such intent-to-use application under applicable federal lawCustodial Accounts; (g) any REO Assets; and (dh) Equity Interests any equity interest issued by a Securitization Entity that cannot be pledged as a result of restrictions in any joint venture its or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the its parent’s Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders documents governing or related to its or its subsidiaries’ Indebtedness; provided that, irrespective of the other Equity Interests in such entity which holders are not Affiliates of a Grantor foregoing, the following assets shall constitute “Collateral”: (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)1) Unencumbered Servicing Advances, in each case, in existence prior to the date hereof (2) Specified Deferred Servicing Fees and (y3) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSpecified MSRs.

Certain Limited Exclusions. Notwithstanding anything contained in Section 2.1 hereof or anything else herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Grantor's right, title or interest (a) in any Intellectual Property if the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable any right, title or interest of any Grantor therein, or (ii) the breach or termination pursuant to the terms of, or a default under, any Intellectual Property or (iii) the violation of any applicable law; (b) in any General Intangible if the grant of such security interest (i) shall be prohibited by any contract, agreement, instrument or indenture governing such General Intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; (c) in any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement agreement; in each case of clauses (unless a), (b) and (c), other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); , provided, however, however that the Collateral shall include (and such security interest shall attach) , immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such Intellectual Property, General Intangible, lease, license, contract contract, property rights or agreement that does not subject to result or no longer results in any of the prohibitions consequences specified in (ia)(i), (ii) or (iii), (b)(i), (ii) or (iii) or (c)(i) or (ii) above; provided(d) in the capital stock of Autocam France, further, that the exclusions referred to in clause Sarl; or (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (be) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation representing in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of capital stock representing a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Excluded Disregarded Domestic Subsidiary Entity entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and Excluded Disregarded Entity and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests and the Equity Interests issued by any Receivables Entity or, Immaterial Domestic Subsidiary; or any Real Estate Loan Borrower (in the case of the Real Estate Loan Borrower, only for so long as such Indebtedness incurred pursuant to Section 7.01(z) remains outstanding); (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and other Goods covered by a certificate of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction; (df) Foreign Intellectual Property; (g) Margin Stock (within the meaning of Regulation U issued by the FRB); (h) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Company) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) would result in a breach, default or other violation of any term, provision or condition of such documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such Equity Interests not subject to the prohibitions specified in this clause 2.02(h), (i) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any Collateral) located outside of the United States, provided that the aggregate value of such property and assets does not exceed $175,000,000350,000,000 at any time and provided further that in regards to any of such property or assets valued in excess of $175,000,000350,000,000 , such property and assets shall not constitute Collateral to the extent that the Collateral Agent and the Company reasonably agree that the costs or other consequences (including adverse tax consequences) of providing a security interest in such Equity Interests property and/or assets is prohibited or restricted excessive in view of the benefits to be obtained by the Organizational Documents of such entity Secured Parties, (j) the ServiceServicer Account and the Servicer Lockbox, (k) any interest that the Grantors own in any aircraft or component thereof (including ownership, title or leasehold interest), (l) Inventory on consignment where the Grantor is the Consignor or (m) any intercompany notes issued by any contractual restriction contained Receivables Entity to any Loan Party or its Subsidiaries in connection with or otherwise pledged as collateral to secure obligations under any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionQualified Intercompany Note Transaction.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to the following (collectively, the “Excluded Property”): (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein (other than to the extent that a security interest is prohibited by any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or in violation 9-409 of the UCC (ior any successor provision or provisions) of any law, rule relevant jurisdiction or regulation any other applicable to such Grantor, law (including the Bankruptcy Code) or principles of equity) or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation, unenforceability, breach, termination, right of termination or legal prohibition default shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; ; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, which the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and or (dc) Equity Interests in any joint venture or any entity Deposit Accounts that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionconstitute “Excluded Accounts”. Notwithstanding anything set forth in this Agreement Section 2.2 to the contrary, Proceeds of the Grantor Excluded Property and Accounts and Payment Intangibles (as defined in the UCC) arising therefrom, shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as excluded from the Collateral Agent may reasonably request pursuant to verify to their satisfaction that such information is subject to a Regulatory Exceptionthis Section 2.2.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; ; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided provided, that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; or (c) any “intent-to-use” application for registration of a Trademark filed pursuant to CRDA Investments (as defined in the Indenture); and (d) any Gaming Related Items, provided that the security interest granted under Section 1(b2.1 hereof (i) of the Xxxxxx Act, 15 U.S.C. § 1051, prior shall attach to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely Gaming Related Items to the extent, if any, that, and solely during extent such attachment is not prohibited under the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawCasino Control Act; and (dii) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than shall attach to the proceeds thereof, but only of Gaming Related Items to the extent that (x) the creation of a security interest in such Equity Interests attachment is not prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCasino Control Act.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Excluded Disregarded Domestic Subsidiary Entity entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and Excluded Disregarded Entity and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests and the Equity Interests issued by any Receivables Entity or Immaterial Domestic Subsidiary; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and other Goods covered by a certificate of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction; (df) Foreign Intellectual Property; (g) Margin Stock (within the meaning of Regulation U issued by the FRB); (h) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Company) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of a the security interest in such Equity Interests is prohibited hereunder pursuant to Sections 9-406, 9-407, 9-408 or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders 9-409 of the other Equity Interests in such entity which holders are not Affiliates UCC (or any successor provision or provisions) of a Grantor (except to the extent any such prohibition relevant jurisdiction or restriction is deemed ineffective under the UCC or any other applicable law), in each case, in existence prior to law (including the date hereof and Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exception.the prohibitions specified in this clause 2.02(h) or (i) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement (including, without limitation, Assigned Agreements) to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests Capital Stock of a each first-tier Foreign Subsidiary listed on Schedule 3.1(g) to the Credit Agreement in excess of the percentages set forth on such schedule and any of the voting Capital Stock of each first-tier Foreign Subsidiary created or a Disregarded Domestic Subsidiary acquired after the date hereof in excess of 65% of the such outstanding voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteCapital Stock; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences (other than de minimus tax consequences), the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each Foreign Subsidiary; provided, further, that such limitations with respect to Capital Stock of a Foreign Subsidiary or Disregarded Domestic shall not apply to the extent that the obligations under the Revolving Loan Agreement are secured by more than 65% of the Capital Stock of such Foreign Subsidiary, as applicable; (c) all Capital Stock of Foreign Subsidiaries which are not first-tier Foreign Subsidiaries; (d) automobiles and other assets subject to certificates of title; (e) assets of any foreign Subsidiary; (f) any “intent-to-intent to use” application Trademark applications for registration which a statement of use has not been filed (but only until such statement is filed); (g) Equipment owned by any Grantor that is subject to a Trademark filed pursuant to Section 1(bPurchase Money Lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such Capital Lease) prohibits or requires the consent of any Person other than the Xxxxxx Act, 15 U.S.C. § 1051, prior Company and its Affiliates as a condition to the filing creation of any other Lien on such Equipment; (h) any Capital Stock of Shanghai Sanfeng Xxxxxx Electric Co. Limited JV and Dura Ganxiang Automotive Systems (Shanghai) Co. Ltd., in each case only so long as a “Statement pledge thereof would require consent of Use” pursuant to Section 1(done or more third parties; and (i) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act any assets with respect thereto, solely to which the extent, if any, that, and solely during the period, if anyCollateral Agent, in which, consultation with the grant Company and the Lenders shall reasonably determine that the cost of a creating and/or perfecting the security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests is excessive in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only relation to the extent that benefit to the Secured Parties (collectively, (the “Excluded Property")); provided, however, the foregoing shall not include any Proceeds, substitutions or replacements of the above (unless such Proceeds, substitutions or replacements would constitute Excluded Property). Notwithstanding anything to the contrary contained herein, (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to registertake any action intended to cause any Excluded Property to constitute Collateral, (y) each defined term used in describing types or disclose categories of Collateral, including those used in Sections 2.1(a) through (x) above, shall be deemed to exclude all Excluded Property and (z) none of the representations, warranties and covenants shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionproperty constituting Excluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 3.1 hereof attach to any of the following (collectively, the “Excluded Property”): (a) those assets as to which the Administrative Agent shall determine that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby; (b) any of the Equity Interests of a First Tier Foreign Subsidiary in excess of 65% of the Voting Power of all classes of Equity Interests of such First Tier Foreign Subsidiary entitled to vote; provided, however, that immediately upon the amendment of the Code or other change in circumstances that would allow the pledge of a greater percentage of the Voting Power of Equity Interests in a First Tier Foreign Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Guarantor shall attach to, such greater percentage of Equity Interests of such First Tier Foreign Subsidiary; (c) assets that may not be pledged as a matter of law or without prior approval of any Gaming Authorities (including gaming licenses and gaming machines and, until applicable approvals have been received from the relevant Gaming Authorities (which approvals Borrower shall use commercially reasonable efforts to obtain after the Effective Date, including as set forth in Section 5.15), Equity Interests); (d) motor vehicles and similar assets subject to a certificate of title in the United States; (e) Equity Interests issued by any Unrestricted Subsidiary; (f) Excluded Real Property; (g) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (h) any lease, license, contract or agreement to which any Grantor Guarantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to the extent that and for so long as the grant of a security interest is prohibited by therein shall constitute or result in violation (1) the abandonment, invalidation or unenforceability of any right, title or interest of any Guarantor therein or (i2) any law, rule a breach or regulation applicable termination pursuant to such Grantorthe terms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)law; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition prohibitions described in this clause (h) shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, permit, authorization or agreement not subject to the prohibitions specified in above without further action of any party; (i) or (iiassets subject to a Lien securing Indebtedness permitted by Section 6.01(e) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely Credit Agreement to the extent, if any, that, extent (and solely during only for so long as) the period, if any, in which, documents related to such Lien prohibit the grant attachment of a security interest therein would impair under the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawCollateral Documents; and (dj) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement Section 9.20.2, Nevada Equity Interests; and (k) that portion of Proceeds (as that term is defined in Maryland Code, State Government Article, § 9-1A-01(u)) derived from the Rocky Gap Casino & Resort in Flintstone, Maryland owing to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent State of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionMaryland.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to or the term “Collateral” include: (a) (i) any lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interests thereunder (including property governed thereby), (ii) any shares or other equity interest thereunderissued by an entity in which Grantor is a minority shareholder, or shares in joint ventures where the consent of a third party is required for Grantor to create a Lien thereon, or (iii) any contracts, leases or licenses which (x) prohibit the creation of a security interest, or (y) require the consent of third parties for the creation of a security interest, if and for so long as the grant of such security interest in the property or interests described in clauses (a)(i), (ii), and (iii) above shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) a breach or termination pursuant to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorterms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights, issue of shares or equity interest or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); ), provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as (x) the contractual condition causing such abandonment, invalidation, termination, derogation, cancellation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately without further action to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights, shares, equity interest or agreement that does not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) result in any of the consequences specified in clause (A) or (B) above; (y) such prohibition or restriction is or becomes unenforceable or is otherwise ineffective under applicable law; or (z) in the case of subclause (a)(iii)(y) hereof, consent to such security interest has been obtained from any applicable third party; (b) any of the outstanding voting Equity Interests capital stock, limited liability interests, partnership interests, trust interests or other equity interests of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock, limited liability interests, partnership interests, trust interests or other equity interests of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the following an amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock, limited liability interests, partnership interests, trust interests or other equity interests in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequencesconsequences to any Grantor, the Collateral shall include, and the security interest granted by each Grantor shall attach immediately without further action to, such greater percentage of capital stock, limited liability interests, partnership interests, trust interests or other equity interests of each Controlled Foreign Corporation; for the avoidance of doubt, the Pledged Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; identified on Schedule 4.04(a) shall constitute Collateral hereunder; (c) any “intent-to-use” application for registration of a use Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior applications to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in period which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application Trademark applications under applicable federal law; and ; (d) Equity Interests in any joint venture assets with respect to which the Secured Party and the Borrowers, each acting reasonably, agree the costs of obtaining or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of perfecting a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained assets are excessive in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except relation to the extent any value afforded thereby (all such prohibition or restriction is deemed ineffective property described in clauses (a) through (e) excluded from the definition of “Collateral” under the UCC or other applicable lawthis Section 2.02 shall be referred to as “Excluded Property”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement contained herein to the contrary, (i) the Grantor Grantors shall not be required to register, take any actions with respect to the Excluded Property and none of the representations and warranties or disclose covenants contained herein shall be deemed to apply to any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.property constituting Excluded Property and

Certain Limited Exclusions. Notwithstanding anything contained in Section 1.3 hereof or anything else herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Grantor's right, title or interest (a) in any leaseIntellectual Property if the grant of such security interest shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest of any Grantor therein; (b) in any license, contract or agreement to which any such Grantor is a party, and including, without limitation, with respect to any of its rights Pledged Partnership Interests or interest thereunderany Pledged LLC Interests, if and to the extent extent, but only to the extent, that such a security interest is prohibited by or in violation grant, under the terms of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless including, without limitation, any partnership agreements or any limited liability company agreements), or otherwise, results in a breach or termination of the terms of, or constitutes a default under or termination of any such lawlicense, rule, regulation, term, provision contract or condition agreement (other than to the extent that any such term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equitylaw); provided, howeverthat each Grantor agrees to use all reasonable best efforts to obtain all requisite consent to enable such Grantor to provide a security interest in such asset and, that in any event, immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include (include, and such Grantor shall be deemed to have granted a security interest shall attach) immediately at in, all such time rights and interests as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of if such lease, license, contract or agreement not subject to the prohibitions specified provision had never been in (i) effect; or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (bc) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach tobe deemed to have granted a security interest in, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property right or agreement to which any Grantor is a party, and any of its rights or interest thereunderthereunder and any other asset, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property right, agreement or agreement other asset not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract contract, property right or agreement; (b) in any of the outstanding voting Equity Interests of capital stock of, or interests in, a Foreign Subsidiary or a Disregarded Domestic Subsidiary U.S.-Owned DRE in excess of 6566% of the voting power of all classes of Equity Interests capital stock or interests entitled to vote of, or 66% of the interests in, such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteU.S.-Owned DRE, as the case may be; provided provided, however, that immediately upon if the amendment U.S.-Owned DRE owns less than 100% of the Internal Revenue Code to allow Equity Interest in a Foreign Subsidiary, the pledge of a greater percentage of the voting power of Pledged Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, such U.S.-Owned DRE shall be increased to the Collateral shall include, and maximum extent so that the security interest granted by each Grantor shall attach to, such greater percentage of total Pledged Equity Interests represent, directly or indirectly, not more than 66% of each the Equity Interest of any Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and (d) the PVH Owned CK Equity Interests Interests; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the CKI Related Assets Pledge and Security Agreement shall no longer be in any joint venture effect; (e) directors’ qualifying shares, nominee shares or any entity that is not a Subsidiaryother similar shares, other than proceeds thereof, but only to the extent that legally required to be issued; (xf) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or any Equipment owned by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.purchase money lien or a Capital Lease if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease) prohibits or requires the consent of any person other than the Loan Parties as a condition to the creation of any other security interest on such Equipment and (g) any Equity Interests of Trumpet C.V.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract sublicense, contract, property rights or agreement to which any Grantor is a party, and any of its rights or interest thereunder, party if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, sublicense, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable and remedied and, to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; providedor (b)if applicable, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary Corporation; or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawTrademark applications until such time as verified “statement of use” or “amendment to allege use” with respect thereto has been filed with and accepted in the United States Patent and Trademark Office; and or (d) Equity Interests in any joint venture or any entity that for so long as the Specified Target is not a Subsidiarywholly-owned Subsidiary of the Grantors, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionSpecified Target.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any Excluded Account; (d) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, trademark applications prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely thereto to the extent, if any, that, and solely during the period, if any, in which, the extent that a grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use trademark application under applicable federal law; and (de) Equity Interests any property subject to a Lien of the type described in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only clause (m) of the definition of “Permitted Liens” to the extent that (x) the creation a grant of a security interest in such Equity Interests is prohibited or restricted by therein would violate the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders terms of the other Equity Interests in agreements creating such entity Liens; or (f) those assets as to which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may and the Specified Lender reasonably request determine, in consultation with the Grantors, that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to verify the benefit to their satisfaction that such information is subject the Agents and the Lenders of the security to a Regulatory Exceptionbe afforded thereby.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any leaseof such Grantor’s right, title or interest in any license, contract contract, permit, lease or agreement (other than the Pfizer Agreement and the AZ Agreement, neither of which shall be subject to any such exclusion) to which any such Grantor is a party, and party or any of its rights right, title or interest thereunderthereunder to the extent, if and but only to the extent, that such a grant (i) would be prohibited or restricted under Requirements of Law or (ii) would, under the express terms of such license, contract, permit, lease or agreement, result in a breach of the terms of, or constitute a default under, such license, contract, permit, lease or agreement, or require the consent of any party thereto, which has not been obtained (in each case, other than to the extent that a security interest is prohibited by or in violation of any such term (iA) any law, rule or regulation applicable to such Grantor, has been waived or (iiB) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407408, 9-408 or 9-409 of the UCC (or any successor provision or provisions) other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, howeverthat, that in the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion case of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or clause (ii) above), such requirement existed on the Closing Date; provided, further, that (x) immediately upon the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds ineffectiveness, lapse, termination or waiver of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequencesprovision, the Collateral shall include, and the such Grantor shall be deemed to have granted a security interest granted by each in, all such right, title and interest as if such provision had never been in effect and (y) the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Administrative Agent’s unconditional continuing security interest in and liens upon any rights or interests of a Grantor shall attach toin or to (1) monies due or to become due under or in connection with any such license, contract, permit, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such greater percentage of Equity Interests of each Foreign Subsidiary license, contract, permit, lease or Disregarded Domestic Subsidiary, as applicableagreement); (cb) any “intent-to-use” application use United States trademark applications for registration which an amendment to allege use or statement of a Trademark use has not been filed pursuant to Section 1(b) of the Xxxxxx Act, under 15 U.S.C. § 10511051(c) or 15 U.S.C. §1051(d), prior to respectively, or if filed, has not been deemed in conformance with 15 U.S.C. §1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office; provided that upon such filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretoand acceptance, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal lawapplications shall be included in the definition of Collateral; and (dc) Equity Interests those assets as to which the Administrative Agent determines that the costs of obtaining such security interests in any joint venture such assets or any entity that is not a Subsidiary, other than proceeds thereof, but only perfection thereof are excessive in relation to the extent that (x) benefit to the creation of a security interest in such Equity Interests is prohibited or restricted by Administrative Agent and the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders Lenders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor security to be afforded thereby (except the Collateral referred to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement Section 2.2 being collectively referred to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception“Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or include, and no Grantor shall be deemed to have granted a security interest in, nor shall the security interest granted under Section 2.1 hereof attach to to: (a) any lease, Intellectual Property, General Intangible, license, contract contract, property right, asset or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property right, asset or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; condition (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; Corporation; (c) including any “intent-to-use” use (ITU) United States trademark application for registration which an amendment to allege use or statement of a Trademark use has not been filed pursuant to Section 1(b) of the Xxxxxx Act, under 15 U.S.C. § 10511051(c) or 15 U.S.C. § 1051(d), prior respectively, or, if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a), or examined and accepted, respectively, by the United States Patent and Trademark Office, in each case, only to the filing extent the grant of security interest in such intent-to-use Trademark is in violation of 15 U.S.C. § 1060 and only unless and until a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(cis filed, has been deemed in conformance with 15 U.S.C. §1051(a) of the Xxxxxx Act with respect theretoor examined and accepted, solely to the extentrespectively, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of United States Patent and Trademark Office at which point such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor Trademarks shall not automatically be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information included as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.Collateral;

Certain Limited Exclusions. Notwithstanding anything contained in Section 2.1 hereof or anything else herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the include, and no Grantor shall be deemed to have granted a security interest granted under Section 2.1 hereof attach to in, any of such Grantor's right, title or interest (a) in any Intellectual Property if the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable any right, title or interest of any Grantor therein, or (ii) the breach or termination pursuant to the terms of, or a default under, any Intellectual Property or (iii) the violation of any applicable law; (b) in any General Intangible if the grant of such security interest (i) shall be prohibited by any contract, agreement, instrument or indenture governing such General Intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; (c) in any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract contract, property rights or agreement agreement; in each case of clauses (unless a), (b) and (c), other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); , provided, however, however that the Collateral shall include (and such security interest shall attach) , immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such Intellectual Property, General Intangible, lease, license, contract contract, property rights or agreement that does not subject to result or no longer results in any of the prohibitions consequences specified in (ia)(i), (ii) or (iii), (b)(i), (ii) or (iii) or (c)(i) or (ii) above; provided, further, that the exclusions referred to in clause or (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (bd) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation representing in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of capital stock representing a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any Intellectual Property, lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests SECOND LIEN PLEDGE AND SECURITY AGREEMENT EXECUTION thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or the rendering unenforceable of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of constitute a default under or termination of, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) any Permitted Tax Distributions; or (c) in any of the outstanding voting Equity Interests Capital Stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests Capital Stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionCorporation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any asset, lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, Grantor (including any Gaming Law) or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 6566% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests any assets acquired after the date hereof in any an aggregate amount not to exceed $15,000,000, which amount shall be increased by an additional $5,000,000 on July 7, 2016 and each anniversary thereof while the Obligations are outstanding to the extent that, and for so long as, creating a security interest in such assets would violate an enforceable contractual obligation binding on such acquired assets that (i) existed at the time of acquisition thereof, (ii) applies only to such acquired assets and (iii) was not created or made binding on the assets in contemplation of or in connection with the acquisition of such assets (other than, in the case of joint ventures or similar arrangements otherwise permitted under the indenture, customary limitations on assignment entered into in connection with the formation of such joint venture or any entity that is not a Subsidiary, similar arrangement or the addition of other than proceeds thereof, but only parties thereto) (unless the relevant term or provision of such contractual obligation would be rendered ineffective with respect to the extent that (x) the creation of a security interest in pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such Equity Interests is prohibited term or restricted by provision of any such contractual obligation, then the Organizational Documents of Collateral shall include (and such entity security interest shall attach to) such assets at such time; (e) any equipment or other asset owned by any contractual restriction contained in any agreement Grantor that is subject to a purchase money lien or obligations with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except respect to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)Capital Leases, in each case, as permitted in existence prior the Credit Agreement, if the contract or other agreement in which the Lien is granted (or the documentation providing for such obligations with respect to Capital Lease) prohibits or requires the consent of any person other than a Grantor as a condition to the date hereof creation of any other security interest on such equipment or asset and, in each case, the prohibition or requirement is permitted under the Credit Agreement; (f) any vehicles, vessels or other Goods subject to certificate of title; (g) Excluded Deposit Accounts and Excluded Securities Accounts; (h) any Gaming License or rights thereto; (i) any Gaming Pledged Equity Interests; and (j) Equity Interests in any Person (other than wholly owned Subsidiaries of the Borrower) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exceptionbreach, provided that Grantor provide notice to Collateral Agent default or other violation of any term, provision or condition of such determination along with documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such additional information security interest shall attach) immediately at such time as the Collateral Agent may reasonably request contractual prohibition shall no longer be applicable and to verify the extent severable, shall attach immediately to their satisfaction that any portion of such information is Equity Interests not subject to a Regulatory Exceptionthe prohibitions specified in this Section 2.2(j) (the assets described in clause (a) through (j) above, collectively the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Loan Document to the contrary, in no event shall the Collateral (as such term is defined herein and used herein and in any other Loan Document) include or the security interest granted under Section 2.1 hereof attach to to: (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in this clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; ; (b) in any of the outstanding voting Equity Interests capital stock of a Foreign Subsidiary or a Disregarded Domestic an Excluded Subsidiary in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to voteExcluded Subsidiary; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Foreign Subsidiary or a Disregarded Domestic an Excluded Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Foreign Subsidiary Excluded Subsidiary; (c) any applications for trademarks or Disregarded Domestic Subsidiaryservice marks filed in the United States Patent and Trademark Office (the “PTO”) pursuant to 15 U.S.C. §1051 Section 1(b) unless and until evidence of use of the xxxx in interstate commerce is submitted to the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d); (d) Excluded Equity Interests; (e) Securitization Assets and any assets or property subject to a Permitted Lien securing Non-Recourse Indebtedness, Permitted Funding Indebtedness, Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements; (f) any Custodial Accounts; (g) any REO Assets; (h) any equity interest issued by a Securitization Entity that cannot be pledged as a result of restrictions in its or its parent’s Organizational Documents or documents governing or related to its or its subsidiaries’ Indebtedness; provided that, irrespective of the foregoing, the following assets shall constitute “Collateral”: (1) Unencumbered Servicing Advances, (2) Specified Deferred Servicing Fees and (3) Specified MSRs; (i) (x) any segregated deposit accounts or securities account containing solely deposits that constitute Liens permitted by Sections 6.02(d) and (r) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property and (y) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by Section 6.02(j) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; (j) Prior to a Homeward Roll-up Event, all Excluded MSRs and related deferred servicing fees of Homeward and its Subsidiaries to the extent, and only to the extent, and for so long as such pledge would result in Homeward not being in compliance with the minimum tangible net worth restrictions of Xxxxxx Mae or Xxxxxxx Mac, as applicable; and (ck) any “intent-to-use” application for registration Servicing Agreements related to Specified MSRs of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActParent and its Subsidiaries entered into with Specified Government Entities, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted after compliance by the Organizational Documents Parent and the Borrower with Section 5.15 of the Credit Agreement, an acknowledgement agreement of the type specified in Section 5.15(c) of the Credit Agreement has not been obtained. In addition, the Collateral Agent agrees that (i) if USAA should exercise its right to purchase any Member MSR’s under the USAA Consent, the liens and security interests of the Collateral Agent on such entity Member MSR’s and the net servicing revenue derived therefrom shall be deemed to be automatically released with no further action on the part of any Person and (ii) if the Collateral Agent should exercise its rights to sell any Member MSR’s pursuant to this Agreement or by any contractual restriction contained in other Loan Document, such sale shall be subject to the condition that the purchaser of any such Member MSR’s enter into an agreement with third party holders of USAA containing substantially the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything same provisions as those set forth in this Agreement to Sections 2 through 7 of the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionUSAA Consent.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any of the following: (collectively, the “Excluded Property”) (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and property to the extent that such grant of a security interest (i) is prohibited by or in violation of (i) any lawstatute, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, termorder or other requirement of a Governmental Authority, provision (ii) requires a consent not obtained of any Governmental Authority pursuant to such statute, law, rule, regulation, order or condition would be rendered ineffective with respect other requirement, or is prohibited by, constitutes a breach or default under, or results in the termination of, any contract, lease, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Debt, any applicable shareholder or similar agreement (other than to the creation of extent such statute, law, rule, regulation, order or other requirement, or the security interest hereunder pursuant to Sections 9-406term in such contract, 9-407lease, 9-408 license, agreement, instrument or 9-409 of the UCC (other document or any successor provision shareholder or provisions) of any relevant jurisdiction similar agreement providing for such prohibition, breach, default or any other termination is ineffective under applicable law (including the Bankruptcy Code) or principles of equity)law; providedprovided however that, however, that the Collateral shall include (and such security interest shall attachattach immediately to any applicable portion of the property described in this clause (a) immediately at such time as the contractual condition causing such prohibition, breach, default or legal prohibition termination shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject property to the prohibitions extent that such attachment does not result in any of the consequences specified in clauses (i) or and (ii) above; provided, further, that or (iii) would result in the exclusions referred invalidation thereof with respect to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” use Trademark application for registration which an amendment to allege use or statement of a Trademark use has not been filed pursuant to Section 1(b) of the Xxxxxx Act, under 15 U.S.C. § 10511051(d), prior to respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretoUnited States Patent and Trademark Office, solely to the extent, if any, extent that, and solely during the period, if any, period in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only whereupon such applications shall be automatically subject to the extent that Lien granted herein and deemed included in the Collateral, (xb) any Excluded Account or (c) any of the creation outstanding Capital Stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that, immediately upon a change in applicable tax laws that would allow the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and the security interest in granted by each Grantor shall attach to, such Equity Interests is prohibited or restricted greater percentage of capital stock of each Controlled Foreign Corporation owned directly by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionGrantor. Notwithstanding anything set forth in this Agreement to the contraryforegoing, the Grantor Collateral shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent include all Proceeds of any Excluded Property, unless such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionProceeds separately constitute Excluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest (x) is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity)) or (y) would result in a breach, default or other violation of any term, provision or condition of any such lease, license, contract or agreement after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.02; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.02 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting capital stock of or other Equity Interests of Interest in a (I) First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Excluded Disregarded Domestic Subsidiary Entity entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Excluded Disregarded Domestic Subsidiary Entity without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary and Excluded Disregarded Entity and (II) “security corporation” under Massachusetts General Laws (“M.G.L.”) chapter 63, § 38B, but only to the extent that the pledge of such capital stock or Disregarded Domestic Subsidiaryother Equity Interest would result in such entity ceasing to qualify as a “security corporation” under M.G.L. chapter 63, as applicable§ 38B; (c) any Excluded Foreign Equity Interests and the Equity Interests issued by any Receivables Entity or Immaterial Domestic Subsidiary; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; (e) motor vehicles and other Goods covered by a certificate of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction; (df) Foreign Intellectual Property; (g) Margin Stock (within the meaning of Regulation U issued by the FRB); (h) Equity Interests in any joint venture or any entity that is not a Subsidiary, Person (other than proceeds thereof, but only wholly owned Subsidiaries of the Company) if and to the extent that a security interest (x) is prohibited by or would be in violation of any term, provision or condition of such Person’s organizational or joint venture documents (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity) or (y) would result in a breach, default or other violation of any term, provision or condition of such documents after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such Equity Interests not subject to the prohibitions specified in this clause 2.02(h), (i) any property and/or assets of Grantors (other than (i) Intellectual Property, (ii) Pledged Equity Interests, (iii) intercompany loans and (iv) the Proceeds of any Collateral) located outside of the United States, provided that the aggregate value of such property and assets does not exceed $175,000,000 at any time and provided further that in regards to any of such property or assets valued in excess of $175,000,000, such property and assets shall not constitute Collateral to the extent that the Collateral Agent and the Company reasonably agree that the costs or other consequences (including adverse tax consequences) of providing a security interest in such Equity Interests property and/or assets is prohibited or restricted excessive in view of the benefits to be obtained by the Organizational Documents of such entity Secured Parties, (j) the Service Account and the Servicer Lockbox, (k) any interest that the Grantors own in any aircraft or component thereof (including ownership, title or leasehold interest) or, (l) Inventory on consignment where the Grantor is the Consignor or (m) any intercompany notes issued by any contractual restriction contained Receivables Entity to any Loan Party or its Subsidiaries in connection with any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionQualified Intercompany Note Transaction.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest interests granted under Section 2.1 hereof attach to (a) any right, title or interest in any permit, lease, license, contract or agreement held by any Grantor or to which any Grantor is a party, and party or any of its rights right, title or interest thereunder, if and thereunder to the extent extent, but only to the extent, that such a security interest is prohibited by grant would, under the terms of such permit, lease, license, contract or agreement, result in violation a breach of (i) any law, rule or regulation applicable to such Grantorthe terms of, or (ii) constitute a termdefault under or result in the termination of or give rise to a right on the part of the parties thereto other than the Borrower and its Subsidiaries to terminate, provision or condition of any such permit, lease, license, contract or agreement held by such Grantor or to which such Grantor is a party (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including Title 11 of the Bankruptcy United States Code) or principles of equity); providedprovided that immediately upon the ineffectiveness, howeverlapse or termination of any such provision, that the Collateral shall include (and such security right, title or interest shall attach) immediately at in such time as the contractual or legal prohibition shall no longer be applicable and to the extent severablepermit, shall attach immediately to any portion of such lease, license, contract or agreement not subject shall cease to be excluded from the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of Collateral under this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement2.2; (b) any “intent to use” Trademark application until such time as an amendment to allege use or statement of use in respect thereof has been accepted by the United States Patent and Trademark Office, at which time such Trademark shall cease to be excluded from the Collateral under this Section 2.2; (c) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; (d) prior to the Discharge of Notes Obligations, those assets that would constitute Notes Priority Collateral but as to which the Secured Notes Collateral Agent shall not have required a lien or security interest for so long as the Notes Obligations are outstanding; provided, however, that such assets shall automatically cease to be excluded from Collateral under this Section 2.2 at any time the Notes Collateral Agent does require a lien or security interest therein to secure the Notes Obligations; (e) Capital Stock of any Person (other than a wholly-owned Subsidiary or a Guarantor Subsidiary) the pledge of which would violate a contractual obligation of the Borrower or any other Grantor to the owners (other than the Borrower and its Subsidiaries) of the other Capital Stock of such Person that is binding on or relating to such Capital Stock and is existing on the Closing Date or at the time such Capital Stock is acquired by the applicable Grantor (provided that such contractual obligation is not entered into in contemplation of the acquisition of such Capital Stock); (f) Capital Stock of any Immaterial Subsidiary or Unrestricted Subsidiary (until such time, if at all, as such Immaterial Subsidiary or Unrestricted Subsidiary ceases to constitute an Immaterial Subsidiary or Unrestricted Subsidiary, as applicable, under the Revolving Credit Agreement); (g) any of the outstanding voting Equity Interests Capital Stock of a Foreign Subsidiary or that is a Disregarded Domestic Subsidiary “controlled foreign corporation” within the meaning of Section 957 of the Code, in excess of 65% of all classes of Capital Stock of such Foreign Subsidiary entitled to vote; (h) Capital Stock of any wholly-owned Domestic Subsidiary that is treated as a partnership or disregarded entity for United States federal income tax purposes, if all of its assets (other than an immaterial portion thereof) consist of Capital Stock of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the voting power meaning of Section 957 of the Code, in excess of 65% of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded wholly-owned Domestic Subsidiary entitled to vote; provided (i) Margin Stock; (j) any leasehold interests of any Grantor in real property as a lessee (but not any Collateral located thereon); (k) any fee interest in any owned real property acquired by any Grantor after the Closing Date if the fair market value of such fee interest is $5,000,000 or less; (l) any Equipment of the Borrower or any Grantor that is subject to a purchase money lien or capital lease permitted under the Revolving Credit Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such Equipment to be subject to the Liens created under the Collateral Documents; provided, that immediately upon the amendment ineffectiveness, lapse or termination of any such restriction, such Equipment shall cease to be excluded from the Collateral under this Section 2.2; (m) any aircraft or any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title ownership of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture Borrower or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law)except, in each case, in existence prior to the date hereof extent that a security interest therein may be perfected by the filing of a UCC financing statement) (the assets referred to in clauses (a) through (m) above being collectively referred to as the “Excluded Assets”); provided, however, that Collateral shall include (x) any Proceeds, substitutions or replacements of any of the assets referred to in the foregoing clauses (a) through (m) (unless such Proceeds, substitutions or replacements would constitute assets referred to in clauses (a) through (m)) and (y) any asset which secures any of the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionNotes Obligations.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to any of the following (collectively, the “Excluded Property”). (a) any lease, license, contract or agreement to which the Company or any Grantor is a party, and any of its rights or interest thereunder, if and to the extent extent, but only to the extent, that a security interest in such lease, license, contract or agreement is prohibited by or in violation of of: (i) any law, rule or regulation applicable to the Company or such Grantor, or or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such a security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in this clause (a2.2(a) of this Section 2.2 shall not include any Proceeds “proceeds” (as defined in the UCC (or any successor provision or provisions) of any relevant jurisdiction) of any such lease, license, contract or agreement; ; (b) all: (i) Receivables and Related Receivable Rights; and (ii) to the extent a Receivable was sold to a Receivables Entity pursuant to a Qualified Receivables Transaction (as defined in any the Indenture) permitted by the terms of the Indenture and any other Shared Lien Documents, any Qualified Related Receivable Rights with respect to such Receivable but only to the extent such Qualified Related Receivable Rights were required to be transferred to the Receivables Entity free and clear of all Liens (c) any of: (i) the outstanding voting Equity Interests Capital Stock of any “controlled foreign corporation” (as defined in the Internal Revenue Code) (a Foreign Subsidiary or a Disregarded Domestic Subsidiary “CFC”) in excess of 65% of the voting power of all classes of Equity Interests Capital Stock of such Foreign Subsidiary or Disregarded Domestic Subsidiary CFC entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests Capital Stock in a Foreign Subsidiary or a Disregarded Domestic Subsidiary CFC without adverse tax consequences, the Collateral shall include, and the security interest granted by the Company and each Grantor shall attach to, such greater percentage of Equity Interests Capital Stock of each CFC; (ii) the outstanding Capital Stock of a CFC other than a First Tier Foreign Subsidiary or Disregarded Domestic Subsidiary; and (iii) the membership interests of Conexant CF LLC, as applicable; a Delaware limited liability company; (cd) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (e) the real property owned by the Company and located at 0000-0000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (the “Newport Beach Property”), provided that such property will no longer constitute Excluded Property at any time on or after January 1, 2011 if prior to such date such property has not been transferred in a bona fide sale to a third party that is not an Affiliate of the Company; (f) any leasehold interest in real property; (g) all cash (other than cash proceeds of the Collateral or other amounts required to be deposited into the Collateral Account pursuant to Section 6.11 hereof), Deposit Accounts (other than the Collateral Account) and Securities Accounts; (h) any motor vehicles, vessels and aircraft or other property subject to a certificate of title statute of any jurisdiction; and and (di) Equity Interests any Capital Stock in any joint venture or any entity with a third party that is not an affiliate to the extent a Subsidiarypledge of such Capital Stock is prohibited by the documents governing such joint venture. In the event that the Company or any Grantor enters into any credit facility secured by Inventory (among other collateral that may secure such credit facility, other than proceeds thereofif any) providing for a commitment to extend Revolving Credit Debt in an aggregate principal amount of at least $5,000,000 that is permitted pursuant to the terms of the Indenture and any Shared Lien Documents, but only the Liens granted hereby on such Inventory and any Related Inventory Rights will be released on the date the Company enters into such Revolving Credit Debt facility, and such Inventory and Related Inventory Rights then owned or later acquired will no longer constitute Collateral. Notwithstanding the foregoing, the Collateral shall include, and the security interest granted by the Company and each Grantor shall attach, to such property or asset referred to in clauses (b) through (i) of this definition to the extent that (x) the creation of a security interest in Company or any Grantor grants or permits any Lien on such Equity Interests is prohibited property or restricted by the Organizational Documents of such entity or by asset to secure any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionShared Lien Obligation.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreementagreement unless such Proceeds are also excluded from the Collateral pursuant to clauses (a) through (d) of this Section 2.2; (b) in any of the outstanding voting Equity Interests of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and law or (d) any of the outstanding Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest Non-Recourse Subsidiary; provided however that the exclusions referred to in clause (d) of this Section 2.2 shall not include any Proceeds of any such Equity Interests is prohibited or restricted by the Organizational Documents of unless such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders Proceeds are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as also excluded from the Collateral Agent may reasonably request pursuant to verify to their satisfaction that such information is subject to a Regulatory Exceptionclauses (a) through (d) of this Section 2.2.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) any leaseagreement, license, contract license or agreement covenant to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such leaseagreement, license, contract license or agreement covenant (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Trademark Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such leaseagreement, license, contract license or agreement covenant not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in this clause (a) of this Section 2.2 shall not include any Proceeds of any such leaseagreement, license, contract license or agreementcovenant; or (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. (a) Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, agreement or agreement other document or any Intellectual Property License to which any Grantor is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of of, or would result in the abandonment, invalidation or unenforceability thereof, or would give any other party the right to terminate its obligations thereunder (whether expressly or otherwise under any (i) any applicable law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, agreement or agreement other document or Intellectual Property License (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableExcluded Security; (c) any “intent-to-use” application for registration of a Trademark filed in the United States Patent and Trademark Office pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 10511051(b), prior but only to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, extent that the grant of a security interest therein would impair result in the validity abandonment, invalidation or enforceability unenforceability of any registration that issues from such intent-to-application or rights thereunder and only until evidence of the use application under applicable federal lawof such Trademark in commerce, as defined in 15 U.S.C. § 1127, is submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. § 1051(c) or 1051(d), following which filing and acceptance all such applications shall automatically become Collateral; and (d) Equity Interests in assets owned by any joint venture Grantor on the date hereof or hereafter acquired and any entity proceeds thereof that is not are subject to a Subsidiary, other than proceeds thereof, but only Lien permitted by Section 6.02(i) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation relating thereto) validly prohibits the creation of any other Lien on such assets and proceeds (unless such contract or other agreement would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); or any property or shares of stock of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by clause (j), (w) or (x) of Section 6.02 of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation relating thereto) validly prohibits the creation of any other Lien on such property (unless such contract or other agreement would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (e) any Excluded Account or Excluded Asset, or (f) any property or assets in circumstances where the cost, burden or consequences (including adverse tax consequences) of obtaining or perfecting a security interest in such property or assets, as reasonably determined by the Administrative Agent by written notice to the Borrower, is excessive in relation to the practical benefit to the Secured Parties afforded thereby or where the grant of the security interest in such asset is prohibited by law, rule or regulation or requires any Necessary Regulatory Approval to make such grant, and such approval has not been obtained. (b) If the Governmental Authority having jurisdiction over any HMO Subsidiary, Insurance Subsidiary, Designated HMO Subsidiary or Designated Insurance Subsidiary determines that a pledge of the Equity Interests is prohibited of such HMO Subsidiary, Insurance Subsidiary, Designated HMO Subsidiary or restricted Designated Insurance Subsidiary, as applicable, hereunder constitutes or would constitute the acquisition of or a change of control with respect to such HMO Subsidiary, Insurance Subsidiary, Designated HMO Subsidiary or Designated Insurance Subsidiary or any subsidiary thereof as to which the prior approval of such Governmental Authority was required and not obtained or waived, then, immediately upon the relevant Pledgor’s receipt of written notice from such Governmental Authority of such determination and without any action on the part of the Administrative Agent, any Secured Party or any other Person, such pledge shall be rendered void ab initio and of no effect, at which time the Pledgor may cause such HMO Subsidiary, Insurance Subsidiary, Designated HMO Subsidiary or Designated Insurance Subsidiary to alter its share transfer records to reflect that the pledge has become void. Upon any such occurrence, (i) the Administrative Agent shall, at such Pledgor’s written request and expense, return all certificates representing such Equity Interest to such Pledgor and execute and deliver such documents as such Pledgor shall reasonably request to evidence such Pledgor’s retention of all rights in such Equity Interest and (ii) such Pledgor, if permitted, shall promptly, and the Administrative Agent, if permitted, may, submit a request to the relevant Governmental Authority for approval of the pledge of such shares by the Organizational Documents Pledgor hereunder, with which the Pledgor and the relevant HMO Subsidiary, Insurance Subsidiary, Designated HMO Subsidiary or Designated Insurance Subsidiary shall fully cooperate, and, upon receipt of such entity or by any contractual restriction contained in any agreement with third party holders of approval, shall forthwith deliver to the other Administrative Agent certificates representing all the outstanding Equity Interests in such entity which holders are not Affiliates of a Grantor (except HMO Subsidiary, Insurance Subsidiary, Designated HMO Subsidiary or Designated Insurance Subsidiary to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to held as Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionhereunder.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interest thereunder, interests thereunder if and to for so long as the extent that a grant of such security interest is prohibited by shall constitute or result in violation of (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Grantor therein or (ii) in a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, provided however that the Collateral shall include (and such security interest shall attach) attach immediately at such time as the contractual condition causing such abandonment, invalidation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately to any portion of such leaseLease, license, contract contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon the amendment of the Internal Revenue Tax Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicableCorporation; (c) any trademark applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent-to-use” application for registration such trademark pursuant to 15 U.S.C. 1051 Section 1(b), unless and until evidence of a use of the Trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(b1(c) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to or Section 1(d) of the Xxxxxx Lxxxxx Act (15 U.S.C. 1051, et seq.); or (d) cash collateral in an “Amendment amount not to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, exceed $50,433,600 solely to the extentextent held by Bank of America, if anyN.A. for the purpose of cash collateralizing outstanding letter of credit #3085765; provided, thatthat upon the release of such cash collateral to the Grantors and their Subsidiaries, such cash collateral shall constitute Collateral hereunder and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application granted under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date Section 2.1 hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionattach thereto.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to the following (collectively, “Excluded Property”): (a) any leaseright, licensetitle or interest in any permit, contract license or agreement to which any contractual obligation entered into by any Grantor is a party, and any (i) that validly prohibits the creation by such Grantor of its rights or interest thereunder, if and to the extent that a security interest is prohibited by thereon or in violation requires the consent of (i) any lawPerson other than Borrower or an Affiliate of Borrower, rule or regulation applicable which consent has not been obtained as a condition to the creation of such Grantorsecurity interest, or (ii) a term, provision or condition of to the extent that any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to Applicable Law prohibits the creation of the a security interest hereunder pursuant thereon, but only, in each case, to Sections 9-406the extent, 9-407and for so long as, 9-408 such prohibition is not terminated or 9-409 of rendered unenforceable or otherwise deemed ineffective by the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; Applicable Law; (b) in any of the outstanding voting Equity Interests capital stock of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote, to the extent pledging or hypothecating more than 65% thereof would result in adverse tax consequences for the Grantors; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; Corporation; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and ; (d) Equity Interests the limited liability company interests of any Subsidiary agreed to in writing by Agent prior to the Closing Date (such interests, collectively, the “Excluded Equity”); or (e) any joint venture or any entity property subject to a Lien permitted by Section 7.7.3 of the Credit Agreement, to the extent that the terms of the Indebtedness pursuant to which such Lien is not a Subsidiary, granted prohibit other than proceeds thereof, Liens on such property (but only to the extent and so long as so prohibited); provided, however, that (xi) “Excluded Property” shall not include any Proceeds, products, substitutions or replacements of any Excluded Property (unless such Proceeds, products, substitutions or replacements would constitute Excluded Property) and (ii) any such property that at any time ceases to satisfy the creation criteria for Excluded Property (whether as a result of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by applicable Grantor obtaining any contractual restriction contained necessary consent, any change in any rule of law, statute or regulation, or otherwise) shall no longer be Excluded Property. In addition, each Grantor shall use commercially reasonable efforts not to enter into any material contract, lease, permit, license, charter or license agreement with third party holders that contains a prohibition of the other Equity Interests nature described in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable lawSection 2.2(a), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (each of (a) through (j), an “Excluded Asset” and, collectively, the “Excluded Assets”): (a) (i) any equity interests (of whatever nature) in any Excluded Subsidiary or (ii) issued and outstanding voting Equity Interests having more than sixty-five percent (65%) of the total combined voting power of all issued and outstanding voting Equity Interests of (x) any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code in relation to the Borrower or (y) any wholly owned Subsidiary that has no material assets other than Equity Interests in one or more Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957(a) of the Internal Revenue Code in relation to the Borrower or such Subsidiary; (b) any lease, license, contract contract, Government Approval or agreement to which any Grantor the Borrower is a partyparty (including any Non-Assignable Contract), and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorthe Borrower, or (ii) a term, provision or condition of any such lease, license, contract contract, Government Approval or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attachattach to) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract contract, Government Approval or agreement not subject to the prohibitions specified in (i) or (ii) above; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 2.2(b) shall not include any Proceeds of any such lease, license, contract contract, Government Approval or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; ; (c) any “intellectual property if the grant of a security interest therein shall constitute or result in the abandonment, invalidation or rendering unenforceable any right, title or interest therein, including any U.S. intent-to-use” use trademark application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement statement of Use” pursuant to Section 1(d) use or affidavit of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretouse in connection therewith, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and ; (d) Equity Interests any Equipment owned by the Borrower that is subject to a purchase money Lien or a capital lease, in each case constituting indebtedness permitted under Section 6.1 of the Credit Agreement that is permitted to be secured by a Lien pursuant to Section 6.2 of the Credit Agreement, if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits or requires the consent of any joint venture Person other than the Borrower as a condition to the creation of any other Lien on such Equipment, but only, in each case, to the extent, and for so long as, the Indebtedness secured by the applicable Lien or the capital lease has not been repaid in full or the applicable prohibition (or consent requirement) has not otherwise been removed or terminated; (e) any Real Estate Asset with a book value of less than $5,000,000 or in respect of which any flood insurance due diligence or flood insurance compliance requirements of any Lender or Issuing Bank have not been satisfied to the reasonable satisfaction of each such Lender or Issuing Bank; (f) margin, clearing, cash collateral or similar accounts with or on behalf of brokers, credit clearing organizations, pipelines, state agencies, federal agencies, futures contract brokers, exchanges related to the permitted trading activities under the Financing Documents (including the Intercontinental Exchange), customers, trading counterparties, or any entity that is other parties or issuers of surety bonds and any proceeds thereof in an aggregate amount not a Subsidiary, other than proceeds thereof, but only to exceed the amounts permitted by the Financing Documents (including the Credit Agreement) at any time; (g) any Rolling Stock; (h) assets to the extent the granting of a security interest therein would require any Governmental Approval or the consent, approval, license or authorization of any other third party that has not been obtained; (i) (i) payroll, healthcare and other employee wage and benefit accounts, (ii) tax accounts, including sales tax accounts, (iii) escrow, defeasance, discharge and redemption accounts and (iv) fiduciary and other tax accounts, and, in the case of clauses (i) through (iv), the funds or other property held in or maintained in such accounts; provided that, in case of each of clauses (i) through (iv), (x) the creation first-priority security interest in any such account is pursuant to a Contractual Obligation or Government Rule required to be granted to an entity other than to the Collateral Agent or to any Affiliates of the Borrower or (y) any such account contains less than $5,000,000 on deposit therein; and (j) those properties and assets as to which the Collateral Agent shall determine that the costs, burden or consequences (including any adverse tax or regulatory consequences) of obtaining a security interest in such Equity Interests is prohibited property or restricted by asset are excessive in relation to the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders value of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except security to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exceptionafforded thereby.

Certain Limited Exclusions. (a) Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral term “Collateral” include or the liens and security interest interests granted under Section 2.1 hereof attach to to: (ai) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any Applicable Law or requires a consent not obtained of any Governmental Authority pursuant to Applicable Law (other than, in each case, to the extent that any such prohibition or requirement would be rendered ineffective pursuant to the UCC of any relevant jurisdiction or any other Applicable Law (including Title 11 of the United States Code) or principles of equity and, other than any Receivables and Proceeds thereof, the assignment of which is expressly deemed effective under the UCC or other Applicable Law notwithstanding such prohibition or requirement); (ii) any right, title or interest in any permit, lease, license, contract or agreement held by any Grantor or to which any Grantor is a party, and party or any of its rights right, title or interest thereunder, if and thereunder to the extent extent, but only to the extent, that such a security interest is prohibited by grant would, under the terms of such permit, lease, license, contract or agreement, result in violation a breach of (i) any law, rule or regulation applicable to such Grantorthe terms of, or (ii) constitute a termdefault under or result in the termination of or give rise to a right on the part of the parties thereto other than the Borrower and Subsidiaries of the Borrower to terminate, provision or condition of any such permit, lease, license, contract or agreement held by any Grantor or to which such Grantor is a party (unless other than, in each case, to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect pursuant to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law Applicable Law (including Title 11 of the Bankruptcy United States Code) or principles of equityequity and other than any Receivables and Proceeds thereof the assignment of which is expressly deemed effective under the UCC or other Applicable Law notwithstanding such term); provided, however, that immediately upon the Collateral shall include (and ineffectiveness, lapse or termination of any such security provision, such right, title or interest shall attach) immediately at in such time as the contractual or legal prohibition shall no longer be applicable and to the extent severablepermit, shall attach immediately to any portion of such lease, license, contract or agreement not shall cease to be excluded from the Collateral under this Section 2.2(a)(ii); (iii) any trademark or service mxxx consisting of an “intent to use” application until such time as an amendment to allege use in respect thereof has been accepted by the United States Patent and Trademark Office, at which time such trademark or service mxxx shall cease to be excluded from the Collateral under this Section 2.2(a)(iii) (the assets referred to in clauses (i) through (iii) above shall, subject to the prohibitions specified proviso below, be collectively referred to as the “Excluded Assets”); provided that (A) Excluded Assets will not include any Proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (i) through (iii) unless such Proceeds, substitutions or (ii) above; provided, further, that the exclusions replacements would constitute Excluded Assets referred to in clause clauses (ai) through (iii); and (B) if and when any property that would constitute Collateral but for the provisions of this Section 2.2 2.2(a) shall not include cease to be an Excluded Asset, such property shall automatically constitute Collateral and, without any Proceeds further action, each applicable provision of any this Agreement, including the grant of liens and security interests pursuant to Section 2.1, shall automatically apply to such lease, license, contract or agreement; property. (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior Notwithstanding anything to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect theretocontrary in this Agreement, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition provision of this Agreement or restriction is deemed ineffective under the UCC Note Purchase Agreement excludes any assets from the scope of the Collateral, or other applicable law)from any requirement to take any action to perfect any security interest in favor of the Agent in any Collateral, in each casethe representations, in existence prior to the date hereof warranties and (y) covenants made by the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement or the Note Purchase Agreement with respect to the contrarycreation, perfection or priority (as applicable) of the Grantor shall not be required to register, or disclose any information which would result security interest in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral granted in favor of the Agent may reasonably request shall be deemed not to verify apply to their satisfaction that such information assets (if such asset is subject an Excluded Asset) or shall be deemed to a Regulatory Exceptionbe modified as appropriate to give effect to such exclusion, as applicable.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 1.01 hereof attach to or the term “Patent Collateral” include (a) any lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement to which any Grantor Assignor is a party, and party or any of its rights or interest thereunderinterests thereunder (including property governed thereby) or (b) any contracts, leases or licenses which prohibit the creation of a security interest, or which require the consent of third parties for the creation of a security interest, if and to for so long as the extent that a grant of such security interest is prohibited by in the property or interests described in violation of clauses (a) and (b) above shall constitute or result in (i) the abandonment, invalidation or unenforceability of any lawright, rule title or regulation applicable to such Grantor, interest of any Assignor therein or (ii) a termbreach or termination pursuant to the terms of, provision or condition of a default under, any such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); ), provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as (x) the contractual condition causing such abandonment, invalidation, termination, derogation, cancellation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately without further action to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement that does not subject to result in any of the prohibitions consequences specified in clause (i) or (ii) above; provided, further, that the exclusions referred to in clause (ay) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests of such Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed or becomes unenforceable or is otherwise ineffective under the UCC or other applicable law; or (z) consent to such security interest has been obtained from any applicable third party (all such property excluded from the definition of “Patent Collateral” under this Section 1.02 shall be referred to as “Excluded Property”), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement contained herein to the contrary, the Grantor Assignor shall not be required to register, or disclose take any information which would result in a Regulatory Exception, provided that Grantor provide notice actions with respect to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory ExceptionExcluded Property.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 2.01 hereof attach to or the term “Collateral” include: (a) (i) any lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights or agreement to which any Grantor is a party, and party or any of its rights or interests thereunder (including property governed thereby), (ii) any shares or other equity interest thereunderissued by an entity in which Grantor is a minority shareholder, or shares in joint ventures where the consent of a third party is required for Grantor to create a Lien thereon, or (iii) any contracts, leases or licenses which prohibit the creation of a security interest, or which require the consent of third parties for the creation of a security interest, if and for so long as the grant of such security interest in the property or interests described in clauses (a)(i), (ii), and (iii) above shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (B) a breach or termination pursuant to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantorterms of, or (ii) a termdefault under, provision or condition of any such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights, issue of shares or equity interest or agreement (unless other than to the extent that any such law, rule, regulation, term, provision or condition term would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); ), provided, however, that the Collateral shall include (and such security interest shall attach) attach immediately at such time as (x) the contractual condition causing such abandonment, invalidation, termination, derogation, cancellation or legal prohibition unenforceability shall no longer be applicable remedied and to the extent severable, shall attach immediately without further action to any portion of such lease, license, contract Receivable, General Intangible, Investment Account, Intellectual Property, contract, property rights, shares, equity interest or agreement that does not subject to the prohibitions specified in (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) result in any of the consequences specified in clause (A) or (B) above; (y) such prohibition or restriction is or becomes unenforceable or is otherwise ineffective under applicable law; or (z) consent to such security interest has been obtained from any applicable third party; (b) any of the outstanding voting Equity Interests capital stock, limited liability interests, partnership interests, trust interests or other equity interests of a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation in excess of 65% of the voting power of all classes of Equity Interests capital stock, limited liability interests, partnership interests, trust interests or other equity interests of such Controlled Foreign Subsidiary or Disregarded Domestic Subsidiary Corporation entitled to vote; provided that immediately upon following the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock, limited liability interests, partnership interests, trust interests or other equity interests in a Controlled Foreign Subsidiary or a Disregarded Domestic Subsidiary Corporation without adverse tax consequencesconsequences to any Grantor, the Collateral shall include, and the security interest granted by each Grantor shall attach immediately without further action to, such greater percentage of capital stock, limited liability interests, partnership interests, trust interests or other equity interests of each Controlled Foreign Corporation; provided, however, that the Pledged Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiaryidentified on Schedule 4.04(a) hereto shall, as applicable; in any event, constitute Collateral hereunder; (c) any “intent-to-use” application for registration of a use Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior applications to the filing of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, extent that, and solely during the period, if any, in period which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application Trademark applications under applicable federal law; those certain segregated collateral accounts subject to Liens in favor of the Royal Bank of Scotland PLC (“RBS”) in the name and (d) Equity Interests in any joint venture or any entity that is not a Subsidiary, other than under the sole dominion and control of RBS and all cash and investments therein and all proceeds thereof, but only in each case to secure obligations of Lead Borrower in respect of letters of credit listed on Schedule 6.01 to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent of any such determination along with such additional information as the Collateral Agent may reasonably request to verify to their satisfaction that such information is subject to a Regulatory Exception.Credit Agreement; or

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party, and or any of its rights or interest interests thereunder, if and to the extent that a security interest is prohibited by or would be in violation of (i) any law, rule or regulation applicable to such Grantor, or (ii) a term, provision or condition of any such lease, license, contract contract, property right or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in subclause (i) or (ii) aboveof clause (a) of this Section 2.2; provided, further, provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests capital stock of or other equity interest in a First-Tier Foreign Subsidiary (to the extent such capital stock or a Disregarded Domestic Subsidiary other equity interest is not excluded from the Collateral pursuant to clause (ii) of the definition of Excluded Foreign Equity Interests) in excess of 65% of the voting power of all classes of Equity Interests capital stock of such First-Tier Foreign Subsidiary or Disregarded Domestic Subsidiary entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests capital stock in a First-Tier Foreign Subsidiary or a Disregarded Domestic Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests capital stock of each First-Tier Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; (c) any Excluded Foreign Equity Interests; provided, however, that, subject to the 65% limit specified in clause (b) of this Section 2.2, the Collateral shall include (and such security interest shall attach) to the capital stock of First-Tier Foreign Subsidiaries to the extent so required by the terms of Section 5.10(b) of the Credit Agreement; (d) any “intent-to-use” application for trademark or service xxxx registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx ActXxx, 15 U.S.C. § 105100 X.X.X. §0000, prior to the filing under Section 1(c) or Section 1(d) of the Xxxxxx Act of a “Statement of Use” pursuant to Section 1(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such intent-to-use trademark or service xxxx application under applicable federal law; and (de) Equity Interests in any joint venture or any entity that is not a Subsidiaryproperty and/or assets of Grantors (other than, other than proceeds thereof, but only to the extent that (x) the creation of a security interest in such Equity Interests is prohibited or restricted by the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders for purposes of the other Equity Interests in such entity which holders are not Affiliates $20,000,000 limit below, (i) Intellectual Property, (ii) Investment proceeds or (iii) inter-company loan proceeds) located outside of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restriction. Notwithstanding anything set forth in this Agreement to the contrary, the Grantor shall not be required to register, or disclose any information which would result in a Regulatory ExceptionUnited States, provided that Grantor provide notice the aggregate value of such property and assets does not exceed $20,000,000; or (f) any Third Wave Shares prior to Collateral Agent satisfaction of any such determination along with such additional information as the Third Wave Condition; provided, however, that the Collateral Agent may reasonably request shall include and such security interest shall immediately and automatically attach to verify to their all Third Wave Shares immediately upon the satisfaction that such information is subject to a Regulatory Exceptionof the Third Wave Condition without any further action by any Person.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Secured Debt Credit Document to the contrary, in no event shall the Collateral include include, or the security interest granted granted, assigned and pledged under Section 2.1 hereof 2.1, attach to to: (a) any leaselicense, licensesublicense, instrument, contract or other agreement to which any Grantor Credit Party is a party, and any of its rights or interest thereunder, if and any assets to the extent that a security interest therein: (i) is prohibited by or in violation of (i) any law, rule or regulation or agreement with any Governmental Authority applicable to such GrantorCredit Party or requires governmental (including regulatory) consent, approval, license or authorization, (ii) a term, provision is prohibited by or condition in violation of the terms of any such leaselicense, sublicense, instrument, contract or other agreement or would create a right of termination in favor of any unaffiliated third party; provided that any such prohibition in any license, sublicense instrument, contract or agreement was not entered into for the purpose of qualifying for the exclusion in this clause (unless a)(ii), (iii) in the case of assets subject to liens securing permitted acquired debt (limited to the acquired assets), sale and leaseback transactions, purchase money debt or capital lease obligations permitted under the Credit Agreement, to the extent and for so long as the agreements governing such law, rule, regulation, term, provision debt or capital lease obligations do not permit the grant of a security interest in such assets or require the consent of any person (other than a Credit Party) as a condition would be rendered ineffective with respect to the creation of any other security interest on such asset or if the granting of a security interest in such assets would create a right of termination in favor of any other party thereto, and, in each case, such prohibition or requirement is permitted under the Credit Agreement, or (iv) in the case of assets acquired after the Closing Date, to the extent and for so long as the grant of a security interest in such asset is not permitted pursuant to the terms of a contract binding on such asset at the time of acquisition thereof and was not entered into in contemplation of such acquisition; in each case of clauses (i) through (iii), after giving effect to the applicable anti-assignment provisions of the UCC and other applicable Laws, other than proceeds and receivables thereof the assignment of which is expressly deemed effective under the UCC or other applicable laws notwithstanding such prohibition; provided that such license, sublicense, instrument, contract or other agreement or other asset shall cease to be an Excluded Asset and the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral granted under Section 2.1 shall include (and such security interest shall attach) attach immediately at such time as the contractual or legal prohibition applicable limitation set forth herein shall no longer cease to be applicable and in effect; (b) any asset, to the extent severablethat a security interest therein reasonably would be expected to result in material adverse tax consequences to the Borrower or its Subsidiaries (including, shall attach immediately for the avoidance of doubt, any tax consequences to any portion such entity in respect of such leasewhich a tax payment may be made) as reasonably determined by the Borrower in consultation with the Administrative Agent; (c) the outstanding stock of any Excluded Foreign Subsidiary, license, contract or agreement not subject to with the prohibitions specified in exception of (i) or (ii) above; provided, further, that the exclusions referred to in clause (a) of this Section 2.2 shall Voting Capital Stock not include any Proceeds of any such lease, license, contract or agreement; (b) in any of the outstanding voting Equity Interests of a Foreign Subsidiary or a Disregarded Domestic Subsidiary in excess of 65% of the voting power of all classes of Equity Interests Voting Capital Stock then outstanding of such an Excluded Foreign Subsidiary owned directly by the Borrower or Disregarded Domestic by any Guarantor Subsidiary entitled to vote; provided that immediately upon the amendment or (ii) stock of the Internal Revenue Code to allow the pledge of a greater percentage of the voting power of Equity Interests in a an Excluded Foreign Subsidiary owned directly by the Borrower or a Disregarded Domestic by any Guarantor Subsidiary without adverse tax consequences, the Collateral shall include, and the security interest granted by each Grantor shall attach to, such greater percentage of Equity Interests of each Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable; that is not Voting Capital Stock; (cd) (A) any “intent-to-use” application for registration of a Trademark trademark or service xxxx application, filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Xxxxxx Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Xxxxxx Act with respect thereto, solely thereto (it being understood that after such period such application shall be automatically subject to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein granted herein and deemed to be included in the Collateral) or (B) and any other Intellectual Property in any jurisdiction where such pledge or security interest would impair cause the validity invalidation or enforceability abandonment of any registration that issues from such intent-to-use application Intellectual Property under applicable federal law; and Law; (de) Equity Interests in (A) any Capital Stock of any joint venture or any entity that is not a non-wholly owned Subsidiary, other than proceeds thereof, but only in each case to the extent that a security interest is not permitted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Capital Stock, other than to the extent that any such term would be rendered ineffective under the UCC of any relevant jurisdiction or any other applicable Law (xincluding the Bankruptcy Code), in each case after giving effect to the applicable anti-assignment provisions of the UCC and other applicable Law; provided that such Capital Stock shall cease to be an Excluded Asset and the security interest granted under Section 2.1 shall attach immediately at such time as such prohibition ceases to be in effect; and (B) any Margin Stock; (f) any Excluded Real Estate Assets; (g) any Excluded Accounts; (h) to the creation extent a security interest therein could not be perfected by the filing of a UCC-1 financing statement: (i) motor vehicles, airplanes and any other assets subject to certificates of title, including aircraft engines, or helicopters or other assets constituting a part thereof; (ii) any Letter of Credit Rights with a value of less than $1,000,000; (iii) Commercial Tort Claims with a value equal to or less than $5,000,000; and (i) any property or asset with respect to which the Collateral Agent and the Borrower reasonably agree in writing that the cost, burden, difficulty or consequence (including adverse tax consequences) of obtaining, perfecting or maintaining a security interest in such Equity Interests is prohibited property or restricted by asset outweighs the Organizational Documents of such entity or by any contractual restriction contained in any agreement with third party holders benefits of the other Equity Interests in such entity which holders are not Affiliates of a Grantor (except to the extent any such prohibition or restriction is deemed ineffective under the UCC or other applicable law), in each case, in existence prior to the date hereof and (y) the Grantors used their commercially reasonable efforts, and did not succeed, to remove such prohibition or restrictionsecurity afforded thereby. Notwithstanding anything set forth contained herein or in any other Credit Document to the contrary (other than as provided in this Agreement to the contrarySection 2.2), the no Grantor shall not be required to registertake any action intended to cause any Excluded Asset to constitute Collateral and none of the covenants, representations and warranties or disclose any information which would result in a Regulatory Exception, provided that Grantor provide notice to Collateral Agent other agreements of any Grantor with respect to any Collateral shall be deemed to apply to any property or asset constituting an Excluded Asset unless and until such determination along with such additional information as the Collateral Agent may reasonably request property or asset ceases to verify to their satisfaction that such information is subject to a Regulatory Exceptionconstitute an Excluded Asset.