Common use of Certain Limited Exclusions Clause in Contracts

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreement, license or 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 agreement, license or 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 agreement, license or covenant 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 agreement, license or covenant; or (b) 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.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract, property right or covenant 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 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 agreementlease, license license, contract or covenant 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, license or covenant; or (b) in any “of the outstanding capital stock of a Controlled Foreign Corporation in excess of 66% of the voting power of all classes of capital stock of such Controlled Foreign 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 capital stock in a Controlled Foreign Corporation 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 Controlled Foreign Corporation or (c) any intent-to-use” use application for registration of a Trademark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, trademark application 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.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract, property rights or covenant 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 agreement, license or covenant (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, that the Trademark 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 agreementlease, license license, contract, property rights or covenant 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 agreement, license or covenant; or (b) any “intent-to-use” application for registration of the outstanding capital stock of a Trademark filed pursuant to Section 1(b) Controlled Foreign Corporation in excess of 65% of the Xxxxxx Act, 15 U.S.C. § 1051, prior voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the filing amendment of the Tax Code to allow the pledge of a “Statement of Use” pursuant to Section 1(d) greater percentage of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) voting power of capital stock in a Controlled Foreign Corporation without adverse tax consequences, the Xxxxxx Act with respect thereto, solely to the extent, if any, thatCollateral shall include, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability granted by each Grantor shall attach to, such greater percentage of any registration that issues from such intent-to-use application under applicable federal lawcapital stock of each Controlled Foreign Corporation.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 2(a) hereof attach to (a) any agreementlease, license license, contract, property rights or covenant 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 (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 agreement, license or covenant (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, that the Trademark 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 attached immediately to any portion of such agreementlease, license license, contract, property rights or covenant 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) including, without limitation, any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property rights or agreement, license or covenant; or (b) in 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 outstanding capital stock of a “Statement controlled foreign corporation” (as defined in the Internal Revenue Code of Use” pursuant to Section 1(d1986, as amended) in excess of 65% of the Xxxxxx Act or an “Amendment voting power of all classes of capital stock of such controlled foreign corporation entitled to Allege Use” pursuant to Section 1(c) vote; provided that immediately upon the amendment of the Xxxxxx Act with respect theretoInternal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a controlled foreign corporation without adverse tax consequences, solely to the extent, if any, thatCollateral shall include, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability granted by each Grantor shall attach to, such greater percentage of any registration that issues from such intent-to-use application under applicable federal lawcapital stock of each controlled foreign corporation.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract or covenant 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 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 agreementlease, license license, contract or covenant 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 agreementlease, license license, contract or covenantagreement unless such Proceeds are also excluded from the Collateral pursuant to clauses (a) through (d) of this Section 2.2; or (b) any of the outstanding Equity Interests of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Equity Interests of such Controlled Foreign 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 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 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 lawlaw or (d) any of the outstanding Equity Interests of a 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 unless such Proceeds are also excluded from the Collateral pursuant to clauses (a) through (d) of this Section 2.2.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract or covenant 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 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 agreementlease, license license, contract or covenant 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, license or covenant; or (b) in any “of the 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 the amendment of the Internal Revenue Code to 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 granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation, (c) any United States 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 theretothereto under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), solely 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 extentUnited States Patent and Trademark Office, if any, provided that, upon such filing and solely during the periodacceptance, 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, (d) equity interests of joint ventures, (e) motor vehicles, (f) any assets and any proceeds thereof that are subject to a Lien permitted by Section 6.2(m) of the Credit Agreement to the extent and for so long as the contract or other agreement pursuant to which such Lien is granted validly prohibits the creation of any other Lien on such assets and proceeds; (g) 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 6.2(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 (g) other assets as may be agreed to by the Administrative Agent from time to time in writing.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract, property right or covenant 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 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 agreementlease, license license, contract or covenant 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, license or covenant; or (b) in any of the outstanding capital stock of a First-Tier Foreign Subsidiary in excess of 65% of the voting power of all classes of capital stock of such First-Tier Foreign 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 capital stock in a First-Tier Foreign Subsidiary 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 First-Tier Foreign Subsidiary, (c) 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, (d) any outstanding capital stock of any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary or (e) any property and/or assets of Grantors (other than, for purposes of the $20,000,000 cap below, (i) Intellectual Property, (ii) Investment proceeds or (iii) inter-company loan proceeds) located outside of the United States provided that the aggregate value of such property and assets does not exceed $20,000,000.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a1) any agreementlease, license license, contract or covenant 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 (i1) any law, rule or regulation applicable to such Grantor, or (ii1) a term, provision or condition of any such agreementlease, license license, contract or covenant 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 9-4069‑406, 9-4079‑407, 9-408 9‑408 or 9-409 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 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 agreementlease, license license, contract or covenant 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, license or covenant; (1) in any of the 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; or (b1) any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(bl(b) of the Xxxxxx Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(dl(d) of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(cl(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.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof 2(1) of this Trademark Security Agreement attach to (a) any agreementlease, license license, contract, property rights or covenant agreement to which any the 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 the 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 agreement, license or covenant (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, that the Trademark 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 agreementlease, license license, contract, property rights or covenant 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) including, without limitation, any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property rights or agreement, license or covenant; or (b) in 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 outstanding capital stock of a “Statement controlled foreign corporation” (as defined in the Internal Revenue Code of Use” pursuant to Section 1(d1986, as amended) in excess of 65% of the Xxxxxx Act or an “Amendment voting power of all classes of capital stock of such controlled foreign corporation entitled to Allege Use” pursuant to Section 1(c) vote; provided that immediately upon the amendment of the Xxxxxx Act with respect theretoInternal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a controlled foreign corporation without adverse tax consequences, solely to the extent, if any, thatTrademark Collateral shall include, and solely during the period, if any, in which, the grant of a security interest therein would impair granted by the validity or enforceability Grantor shall attach to, such greater percentage of any registration that issues from such intent-to-use application under applicable federal lawcapital stock of each controlled foreign corporation.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract, property right or covenant 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 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 agreementlease, license license, contract or covenant 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, license or covenant; or (b) in any “intent-to-use” application for registration of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of all classes of capital stock of such Controlled Foreign Corporation; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage of the capital stock in a Controlled Foreign Corporation 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 Controlled Foreign Corporation; (c) any applications for trademarks or service marks filed in the United States Patent and Trademark filed Office (the “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) 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; and (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 Xxxxxx Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in whichforegoing, 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 lawfollowing assets shall constitute “Collateral”: (1) Unencumbered Servicing Advances, (2) Specified Deferred Servicing Fees and (3) Specified MSRs.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract, property right or covenant 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 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 agreementlease, license license, contract or covenant 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, license or covenant; or (b) in any “of the 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 the amendment of the Internal Revenue Code to 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 granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation, (c) any United States 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 theretothereto under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), solely 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 extentUnited States Patent and Trademark Office, if any, provided that, upon such filing and solely during the periodacceptance, 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, (d) personal property and equity interests of joint ventures, (e) motor vehicles and (f) other assets as may be agreed to by the Administrative Agent from time to time.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (ai) any agreementlease, license license, contract or covenant 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 (ix) any law, rule or regulation applicable to such Grantor, or (iiy) a term, provision or condition of any such agreementlease, license license, contract or covenant 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 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 agreementlease, license license, contract or covenant agreement not subject to the prohibitions specified in (ix) or (iiy) 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; (ii) (x) any of the outstanding capital stock of a Controlled Foreign Corporation, license or covenant; other than in the case of a Controlled Foreign Corporation that is directly owned by a U.S. Loan Party or (by) in the case of a Controlled Corporation that is directly owned by a U.S. Loan Party, capital stock 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 the amendment of the Internal Revenue Code to 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 granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation; (iii) any of the outstanding capital stock of an Immaterial Subsidiary; (iv) 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; (v) any Deposit Account or Securities Account of a Grantor to the extent exclusively used for payroll, taxes, employee benefits or other similar fiduciary purposes or (vi) any specifically identified asset with respect to which the Collateral Agent has determined in consultation with the Borrower Representative that the burden or cost of providing a Lien in such asset is excessive in view of the benefit to be obtained by the Collateral Agent and Lenders.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract, property rights or covenant 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 agreement, license or covenant (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, provided however, that the Trademark 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 agreementLease, license license, contract, property rights or covenant 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 agreement, license or covenant; or (b) in any “intent-to-use” application for registration of the outstanding capital stock of a Trademark filed pursuant to Section 1(b) first-tier Controlled Foreign Corporation in excess of 65% of the Xxxxxx Act, 15 U.S.C. § 1051, prior voting power of all classes of capital stock of such first-tier Controlled Foreign Corporation entitled to vote; provided that immediately upon the filing amendment of the Tax Code to allow the pledge of a “Statement of Use” pursuant to Section 1(d) greater percentage of the Xxxxxx Act or an “Amendment to Allege Use” pursuant to Section 1(c) voting power of capital stock in a first-tier Controlled Foreign Corporation without adverse tax consequences, the Xxxxxx Act with respect thereto, solely to the extent, if any, thatCollateral shall include, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability granted by each Grantor shall attach to, such greater percentage of any registration that issues from such intentcapital stock of each first-to-use application under applicable federal lawtier Controlled Foreign Corporation.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof 2(1) of this Patent Security Agreement attach to (a) any agreementlease, license license, contract, property rights or covenant agreement to which any the 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 the 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 agreement, license or covenant (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, that the Trademark 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 agreementlease, license license, contract, property rights or covenant 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) including, without limitation, any proceeds of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property rights or agreement, license or covenant; or (b) in 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 outstanding capital stock of a “Statement controlled foreign corporation” (as defined in the Internal Revenue Code of Use” pursuant to Section 1(d1986, as amended) in excess of 65% of the Xxxxxx Act or an “Amendment voting power of all classes of capital stock of such controlled foreign corporation entitled to Allege Use” pursuant to Section 1(c) vote; provided that immediately upon the amendment of the Xxxxxx Act with respect theretoInternal Revenue Code to allow the pledge of a greater percentage of the voting power of capital stock in a controlled foreign corporation without adverse tax consequences, solely to the extent, if any, thatPatent Collateral shall include, and solely during the period, if any, in which, the grant of a security interest therein would impair granted by the validity or enforceability Grantor shall attach to, such greater percentage of any registration that issues from such intent-to-use application under applicable federal lawcapital stock of each controlled foreign corporation.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract or covenant 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 9-9- 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 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 agreementlease, license license, contract or covenant 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 agreementlease, license license, contract or covenantagreement unless such Proceeds are also excluded from the Collateral pursuant to clauses (a) through (d) of this Section 2.2; or (b) any of the outstanding Equity Interests of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Equity Interests of such Controlled Foreign 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 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 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 lawlaw or (d) any of the outstanding Equity Interests of a 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 unless such Proceeds are also excluded from the Collateral pursuant to clauses (a) through (d) of this Section 2.2.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any agreementlease, license license, contract or covenant 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 agreementlease, license license, contract or covenant 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 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 agreementlease, license license, contract or covenant 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, license or covenant; or (b) any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 66% of the voting power of all classes of capital stock of such Controlled Foreign 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 capital stock in a Controlled Foreign Corporation 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 Controlled Foreign 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; (d) any Private Securities forming part of the Portfolio, or (e) any Miscellaneous Securities; provided that the exclusions referred to in clause (d) and (e) of this Section 2.2 shall not include any Proceeds of any Private Securities forming part of the Portfolio or any Proceeds of any Miscellaneous Securities.

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 2.2 hereof attach to (a) any agreementIntellectual Property, license lease, license, contract, property rights or covenant 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 agreement, license or covenant (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, that the Trademark 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 agreementLease, license license, contract, property rights or covenant 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 agreement, license or covenant; or (b) in any “intent-to-use” application for registration of the outstanding capital stock of a Trademark filed 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 the amendment of the Tax Code to 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 granted by each Grantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporation; or (c) with respect to perfection only, any item of personal property as to which the Collateral Agent shall determine in its reasonable discretion after consultation with the Company that the costs of perfecting a security interest in such item are excessive in relation to the value of such security being perfected thereby. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to Section 1(bthis Agreement (i) in the ABL Priority Collateral, shall be a first priority lien as provided in the Intercreditor Agreement and (ii) in the Note Priority Collateral, shall be a second priority lien as provided in the Intercreditor Agreement and the exercise of any right or remedy by the Collateral Agent hereunder in respect of Note Priority Collateral is subject to the provisions of the Xxxxxx ActIntercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, 15 U.S.C. § 1051the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the filing Payment in Full of a “Statement First Lien Obligations, the requirements of Use” this Agreement to deliver Note Priority Collateral and any certificates, Instruments or Documents in relation thereto to the Collateral Agent shall be deemed satisfied by delivery of such Note Priority Collateral and such certificates, Instruments or Documents in relation thereto to the First Lien Collateral Trustee (as bailee for the Collateral Agent). The parties hereto agree that the requirements of this Agreement to give control of any Note Priority Collateral to the Collateral Agent shall be deemed satisfied so long as such control is in place with the First Lien Collateral Trustee acting for the benefit of the Secured Parties pursuant to Section 1(d) the terms of the Xxxxxx Act Intercreditor Agreement. Each Grantor hereby acknowledges that (i) value has been given, (ii) it has rights in the Collateral or an “Amendment the power to Allege Use” pursuant transfer rights in the Collateral to Section 1(cthe Collateral Agent (other than after-acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the Xxxxxx Act with respect theretosecurity interest, solely to the extentliens, if anyassignments, thatmortgages, charges, hypothecations or pledges granted hereunder, and solely during the period, if any, in which, the grant (iv) it has received a copy 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 lawthis Agreement.