Common use of Certain Limited Exclusions Clause in Contracts

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to or shall any perfection requirements be required with respect to (a) any of such Grantor’s right, title or interest in any license, contract, lease or agreement to which such Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease or agreement result in a breach of the terms of, constitute a default under or create a right of termination in favor of any party thereto (other than any Grantor) such license, contract, lease or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the UCC or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest 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 in or to (1) monies due or to become due under or in connection with any such license, contract, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateral; (c) any Excluded Account; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders of the security to be afforded thereby; (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the Collateral include or the and Grantor shall not grant, and shall not be deemed to have granted, a security interest granted under Section 2.1 hereof attach to or shall any perfection requirements be required with respect to (a) in, any of such Grantor’s 's right, title or interest (a) in 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 Grantor therein; (b) in any license, contract, lease contract or agreement to which such Grantor is a party or any of its rightrights or interests thereunder, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contractcontract or agreement, lease or agreement result in a breach or termination of the terms of, or constitute a default under or create a right of termination in favor of any party thereto (other than any Grantor) such license, contract, lease contract or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections Section 9-406318(4) of the Uniform Commercial Code (or any successor provision or provisions, including, without limitation, Section 9-408, 406 of Revised Article 9-409 of the UCC or other applicable provisions of the UCC ) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse, lapse or termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title rights and interest interests 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 in or to (1) monies due or to become due under or in connection with any such license, contract, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateraleffect; (c) in any Excluded Account; of the outstanding capital stock or other equity interest 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 (d) those assets as to which the Administrative Agent reasonably determines that the costs in any obligation or liability of obtaining such security interests in such assets or perfection thereof are excessive in relation any Secured Party to the benefit to the Administrative Agent Grantor or any agreement or contract between Grantor and the Lenders any of the security to be afforded thereby; (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”)Secured Parties.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan 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 or shall any perfection requirements be required with respect to (a) in, any of such Grantor’s 's right, title or interest (a) any Collateral located in the State of Hawaii, (b) in 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 Grantor therein; (c) in any license, contract, lease contract or agreement to which such Grantor is a party or any of its rightrights or interests thereunder, title including, without limitation, with respect to any Pledged Partnership Interests or interest thereunder any Pledged LLC Interests, to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease contract or agreement (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 create a right of termination in favor of any party thereto (other than any Grantor) such license, contract, lease contract or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections Section 9-406318(4) of the Uniform Commercial Code (or any successor provision or provisions, including, without limitation, Section 9-408, 406 of Revised Article 9-409 of the UCC or other applicable provisions of the UCC ) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x) immediately upon the ineffectiveness, lapse, lapse or termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such right, title rights and interest interests 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 in or to (1) monies due or to become due under or in connection with any such license, contract, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateral; (c) any Excluded Accounteffect; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders any of the security 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 be afforded therebyvote; or (e) motor vehiclesin any title and interest of any Pledged Stock of International Software Developers Austrailia Pty Ltd. or NorthPoint Communications Group, airplanes and other assets subject to certificates of title to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”).Inc.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan 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 or shall any perfection requirements be required with respect to in, (a) any Intellectual Property, if the grant of such Grantor’s 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, lease contract or agreement to which such Grantor is a party or any of its rightrights or interests thereunder, title including, without limitation, with respect to any Pledged Partnership Interests or interest thereunder any Pledged LLC Interests, to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease contract or agreement (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 create a right of termination in favor of any party thereto (other than any Grantor) such license, contract, lease contract or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections Section 9-406, 9-408, 9-409 406 of the UCC (or other applicable provisions of the UCC any successor provision) 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, that (x) immediately upon the ineffectiveness, lapse, lapse or termination or waiver of any such provision, the Collateral shall include, and such each Grantor shall be deemed to have granted a security interest in, all such right, title rights and interest interests 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 in or to (1) monies due or to become due under or in connection with any such license, contract, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateraleffect; (c) in any Excluded Accountof the outstanding 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 Corporation"), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporation entitled to vote; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets Chester Equipment; or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders of the security to be afforded thereby; (e) motor vehicles, airplanes all equipment and other assets subject to certificates of title property to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregateexxxxx, but only to the extent extent, that such a lien therein cannot 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 perfected prohibited by or would otherwise result in a breach or termination of the filing terms of, or constitute a default under or termination of UCC financing statementsany such contract or agreement or would otherwise constitute a violation of law, regulation or policy; provided, immediately upon the ineffectiveness, lapse or termination of any such provision precluding the grant of security interest on such property, the Collateral shall include, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations each Grantor shall be deemed to the extent have granted a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC)in, other than proceeds all such rights and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding interests as if such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to provision had never been in this Section 2.2 being collectively referred to as “Excluded Assets”)effect.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan Document to the contrary, (a) 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 or shall any perfection requirements be required with respect to (a) in, any of such Grantor’s right, title 's rights or interest interests in any license, contract, lease contract or agreement to which such Grantor is a party or any of its rightrights or interests thereunder, title including, without limitation, with respect to any LLC Interest or interest thereunder any Partnership Interest, to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under or create a right of termination in favor of any party thereto (other than any Grantor) such license, contract, lease contract or agreement to which such Grantor is a party, including, without limitation, with respect to any LLC Interest or any Partnership Interest (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections Section 9-406, 9-408, 9-409 318(4) of the UCC or other applicable provisions of the UCC Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the United States Bankruptcy Code) or principles of equity)) unless the consent of the other party thereto has been obtained to such grant of a security interest; provided, that (x) immediately upon the ineffectiveness, lapse, lapse or termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, all such rightrights and interests, title and interest including, without limitation, with respect to any LLC Interest or any Partnership Interest, as if such provision had never been in effect and (yb) only 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 outstanding capital stock of a Grantor in or controlled foreign corporation possessing up to (1) monies due or but not exceeding 65% of the voting power of all classes of capital stock of such controlled foreign corporation entitled to become due under or in connection with any such license, contract, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications vote shall be included in the definition of Collateral; (c) any Excluded Account; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders of the security deemed to be afforded thereby; (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”)pledged hereunder.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to or shall any perfection requirements be required with respect to (a) any property or assets for so long as such property or assets are subject to a Lien permitted under Sections 6.2(n), (u), (r), (s) or (y) of the Credit Agreement (in the case of assets subject to Liens under Sections 6.2(r) or (s), to the extent the documents granting or governing such Liens or the Indebtedness secured thereby would prohibit the granting of a security interest hereunder); (b) any Equipment to the extent such Grantor’s rightinterest therein may not be assigned or a security interest therein may not be granted; (c) any lease, title or interest in any license, contract, lease property rights or agreement or other general intangible to which such any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall (x) constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease any Grantor therein or agreement result (ii) in a breach of or termination pursuant to the terms of, constitute or a default under or create a right of termination in favor of under, any party thereto (other than any Grantor) such lease, license, contract, lease contract property rights or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections 9-406, 9-408407, 9-408 or 9-409 of the UCC (or other applicable provisions of the UCC 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 (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the Collateral shall include, include and such Grantor security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be deemed remedied and to have granted a security interest inthe extent severable, all shall attach immediately to any portion of such rightLease, 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 in or to (1) monies due or to become due under or in connection with any such license, contract, lease property rights or agreementagreement that does not result in any of the consequences specified in (i) or (ii) above or (y) require any consent to assignment which has not been obtained; (d) any Equity Interests of Company, Interface, any of their Subsidiaries or any other Person held by Company, Interface or any of their Subsidiaries or any related partnership agreements, membership agreements, operating agreements, joint venture agreements or any similar agreements; (e) any assets which if pledged, hypothecated or given as collateral security would require any Grantor to seek approval of any Nevada Gaming Authority or Pennsylvania Gaming Authority of the pledge, hypothecation or collateralization, or require the Collateral Agent or any other Secured Party to be licensed, qualified or found suitable by an applicable Nevada Gaming Authority or Pennsylvania Gaming Authority; (2f) the Hxxxxx’x Shared Garage Lease; and (g) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any United States intent-to-use United States trademark applications for which application prior to the filing and acceptance of a statement of use or an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateral; (c) any Excluded Account; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders of the security to be afforded thereby; (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”)connection therewith.

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to or shall any perfection requirements be required with respect to (a) any property or assets for so long as such property or assets are subject to a Lien permitted under Sections 6.2(n), (u), (r), (s) or (y) of the Credit Agreement (in the case of assets subject to Liens under Sections 6.2(r) or (s), to the extent the documents granting or governing such Liens or the Indebtedness secured thereby would prohibit the granting of a security interest hereunder); (b) any Equipment to the extent such Grantor’s rightinterest therein may not be assigned or a security interest therein may not be granted; (c) any lease, title or interest in any license, contract, lease property rights or agreement or other general intangible to which such any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall (x) constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease any Grantor therein or agreement result (ii) in a breach of or termination pursuant to the terms of, constitute or a default under or create a right of termination in favor of under, any party thereto (other than any Grantor) such lease, license, contract, lease contract property rights or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections 9-406, 9-408407, 9-408 or 9-409 of the UCC (or other applicable provisions of the UCC 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 (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the Collateral shall include, include and such Grantor security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be deemed remedied and to have granted a security interest inthe extent severable, all shall attach immediately to any portion of such rightLease, 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 in or to (1) monies due or to become due under or in connection with any such license, contract, lease property rights or agreement, or (2) agreement that does not result in any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateral; (c) any Excluded Account; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders of the security to be afforded thereby; (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent consequences specified in (i) a lien therein cannot be perfected by the filing of UCC financing statements and or (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”).above or

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to or shall any perfection requirements be required with respect to (a) any of such Grantor’s right, title or interest in any license, 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 such Grantor is a party or any of its right, title or interest thereunder to the extent, 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 agreement, result in a breach of the terms of, or constitute a default under or create a right of termination in favor of any party thereto (other than any Grantor) under, such license, contract, permit, lease or agreement agreement, or require the consent of any party thereto, which has not been obtained (in each case, other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the UCC or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, that, in the case of clause (ii), such requirement existed on the Closing Date; provided, further, that (x) immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest 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 in 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 license, contract, permit, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateral; and (c) any Excluded Account; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders of the security to be afforded thereby; (e) motor vehicles, airplanes and other assets subject to certificates of title to the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value of all such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property Collateral referred to in this Section 2.2 being collectively referred to as “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Loan 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 or shall any perfection requirements be required with respect to in, (a) any of such Grantor’s BMCA's right, title or interest in any property sold to BMCA Receivables under the Receivables Purchase Agreement, (b) 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 such Grantor therein; (c) in any license, contract, lease contract or agreement to which such Grantor is a party or any of its rightrights or interests thereunder, title including, without limitation, with respect to any Pledged Partnership Interests or interest thereunder any Pledged LLC Interests, to the extent, but only to the extent, that such a grant would, under the express terms of such license, contract, lease contract or agreement (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 create a right of termination in favor of any party thereto (other than any Grantor) such license, contract, lease contract or agreement (other than to the extent that any such term (A) has been waived or (B) would be rendered ineffective pursuant to Sections Section 9-406, 9-408, 9-409 318(4) of the UCC (or other applicable provisions any successor provision, including Section 9-406 of the UCC Revised Article 9) 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, that (x) immediately upon the ineffectiveness, lapse, lapse or termination or waiver of any such provision, the Collateral shall include, and such each Grantor shall be deemed to have granted a security interest in, all such right, title rights and interest interests 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 effect; or otherwise affect the Administrative Agent’s unconditional continuing security interest in and liens upon any rights or interests of a Grantor in or to (1) monies due or to become due under or in connection with any such license, contract, lease or agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such license, contract, lease or agreement); (b) any intent-to-use United States trademark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. §1051(d), 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 and acceptance, such intent-to-use applications shall be included in the definition of Collateral; (c) any Excluded Account; (d) those assets as to which the Administrative Agent reasonably determines that the costs of obtaining such security interests in such assets or perfection thereof are excessive in relation to the benefit to the Administrative Agent and the Lenders any of the security outstanding capital stock of a "controlled foreign corporation" as defined in the Internal Revenue Code of 1986, as amended from time to be afforded thereby; time (e) motor vehicleseach, airplanes and other assets subject to certificates a "Controlled Foreign Corporation"), in excess of title to 65% of the extent (i) a lien therein cannot be perfected by the filing of UCC financing statements and (ii) the aggregate fair market value voting power of all classes of capital stock of such assets is less than $250,000; (f) letter of credit rights less than $250,000 in the aggregate, controlled foreign corporation entitled to the extent a lien therein cannot be perfected by the filing of UCC financing statements, and Commercial Tort Claims less than $250,000 in the aggregate; (g) any governmental licenses or state or local franchises, charters and authorizations to the extent a security interest is prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition, and (h) assets which a pledge thereof or a security interest therein is prohibited by applicable law (including the UCC), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under applicable law notwithstanding such prohibition (the property referred to in this Section 2.2 being collectively referred to as “Excluded Assets”)vote.