Common use of Certain Limited Exclusions Clause in Contracts

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license (including, without limitation, Communications Licenses), contract, property right or agreement to which any Grantor is a party, and any rights of any Grantor arising thereunder or evidenced thereby, if and to the extent that a security interest is (i) prohibited by or in violation of any law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority) applicable to such Grantor or (ii)(A) is prohibited by or in violation of a term, provision or condition of any such lease, license, property right, contract or agreement or (B) creates a right of termination in favor or, or requires the consent of, any other party (other than any Grantor) (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 or government regulation (including the Bankruptcy Code and the Communications Laws) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such termination, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property right or agreement; (b) 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 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; (c) any amounts held by a Grantor on a temporary basis on behalf of a local cable franchise authority, which amounts may not be applied by any Grantor for any other purpose; (d) any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded thereby, as determined by the Trustee in its reasonable discretion; (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to to: (a) any asset to the extent that the grant of a security interest in such asset is prohibited by any applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; (b) any right, title or interest in any permit, lease, license (includinglicense, without limitation, Communications Licenses), contract, property right contract or agreement held by any Grantor or to which any Grantor is a partyparty or any of its right, and any rights of any Grantor arising title or interest thereunder or evidenced thereby, if and that would otherwise constitute Collateral to the extent extent, but only to the extent, that a security interest is (i) prohibited by such a grant would, under the terms of such permit, lease, license, contract or in violation of any lawagreement, rule or regulation (including any requirement to obtain require the consent of any Governmental Authority) applicable Person other than the Parent or any of its Subsidiaries or controlled Affiliates as a condition to the assignment thereof or to the creation by such Grantor of a Lien thereon or (ii)(Aii) such a grant is prohibited by or in violation of (1) any law, rule or regulation applicable to such Grantor or (2) a term, provision or condition of any such permit, lease, license, property right, contract or agreement or agreement, in the case of the foregoing clauses (B1) creates a right of termination in favor orand (2), or requires the consent of, any other party (other than any Grantor) (unless when 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 or government regulation (including the Bankruptcy Code and the Communications Laws) or principles of equity); provided however provided, that immediately upon the Collateral shall include (and ineffectiveness, lapse or termination of any such security provision, such right, title or interest shall attach) immediately at in such time as the condition causing such terminationpermit, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right contract or agreement not subject shall cease to the prohibitions specified in be an “Excluded Asset” (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, property right or agreement; (b) 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 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; (c) any amounts held by a Grantor on a temporary basis on behalf of a local cable franchise authority, which amounts may not be applied by any Grantor for any other purpose; (d) any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached toimmediately attach); (c) the Capital Stock of the Issuers, Parent Guarantors or any Subsidiary of the Parent; (d) applications for any Trademarks that have been filed with the U.S. Patent and Trademark Office on the basis of an “intent to use” with respect to such application; Trademarks; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded therebyany motor vehicles, as determined by the Trustee in its reasonable discretion; (f) motor vehicles vessels and aircraft or other assets property subject to a certificate of title; and title statute of any jurisdiction; (f) any intercompany debt obligations; (g) Capital Stock in assets located outside of the United States to the extent a Lien on such assets cannot be created and perfected under United States federal or state law; and (h) any asset of a Grantor that is subject to an Unrestricted Subsidiary (Excepted Lien to the extent the documents relating to such Excepted Lien would not permit such asset to be subject to the Liens created under the Collateral Documents; provided, that immediately upon the ineffectiveness, lapse or termination of any such property referred restriction, such asset shall cease to in clauses (a) to (g) above, collectively, the be an “Excluded Assets”Asset” (and the security interest granted hereunder shall immediately attach).

Certain Limited Exclusions. Notwithstanding anything herein or in any other Indenture Document to the contrary, in no event shall the Collateral (as such term is defined herein and used herein) include or the security interest granted under Section 2.1 hereof attach to to: (aii) any lease, license (includinglicense, without limitation, Communications Licenses), contract, property right contract or agreement to which any Grantor is a party, and any of its rights of any Grantor arising thereunder or evidenced therebyinterest thereunder, if and to the extent that a security interest is (i) prohibited by or in violation of (i) any law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority) applicable to such Grantor Grantor, or (ii)(Aii) is prohibited by or in violation of a term, provision or condition of any such lease, license, contract, property right, contract right or agreement or (B) creates a right of termination in favor or, or requires the consent of, any other party (other than any Grantor) (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 or government regulation (including the Bankruptcy Code and the Communications LawsCode) or principles of equity); provided however provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such termination, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in this clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property right contract or agreement; ; (biii) any of the outstanding voting capital stock of (i) (x) any Foreign Subsidiary or any Subsidiary of Parent that is treated as a Controlled Foreign Corporation partnership or a disregarded entity for U.S. federal income tax purposes and that has no material assets other than the stock of one or more Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code (“CFC”), (y) any Subsidiary of Parent that is a CFC or (z) any Subsidiary of Parent that is a Subsidiary of a CFC, in each case, in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to voteSubsidiary; provided that immediately upon to the amendment of the Tax Code to allow extent the pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign Corporation such Subsidiary is permitted without adverse tax consequences, the Collateral shall include, and the security interest granted by the Company and each Grantor Guarantor shall attach to, such greater percentage of capital stock of each Controlled Foreign Corporationsuch Subsidiary (ii) any Subsidiary of Parent to the extent that the grant by the applicable pledgors of a Lien in the equity interest of such Subsidiary to secure the Notes (x) is prohibited or restricted by applicable law, rule or regulation or would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received or (y) is prohibited or restricted by any contractual obligation existing on the Issue Date for so long as such prohibition or restriction is in effect (or, with respect to any Subsidiary acquired after the Issue Date, on the date such Subsidiary is so acquired, so long as such contractual obligation was not incurred in contemplation of such investment or acquisition and for so long as such prohibition or restriction is in effect) (unless, in each case of this clause (y), such prohibition, restriction or requirement would be rendered ineffective with respect to the creation of the security interest under the Security Documents pursuant to Section 9-408 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such equity interests not subject to the prohibitions specified in this clause (ii); (ciii) any amounts held by Subsidiary of Parent that is a Grantor on captive insurance company; (iv) any Unrestricted Subsidiary or (v) a temporary basis on behalf of a local cable franchise authority, which amounts may Securitization Entity that cannot be applied by any Grantor for any other purpose; 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; (div) any application to register a Trademark applications for trademarks or service marks filed in the U.S. United States Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent pursuant to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)§1051 Section 1(b) unless and until a “Statement evidence of Use” or “Amendment use of the xxxx in interstate commerce is submitted to Allege Use” is filed in the PTO pursuant to 15 U.S.C. §1051 Section 1(c) or Section 1(d); (v) any MSRs that are not Specified MSRs (other than to the extent excluded under clause (e) below)); (vi) 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; (vii) any Custodial Accounts; (viii) any REO Assets; (ix) any assets where a grant of security would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received (unless such requirement would be rendered ineffective with respect thereto, at which point Collateral shall include, and to the creation of the security interest granted hereunder under the Security Documents pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately at such time as such requirement shall no longer be attached to, such application; (e) other assets applicable and to the extent the burden or cost severable, shall attach immediately to any portion of obtaining or perfecting a security interest therein is excessive in relation such assets not subject to the benefit of the security afforded thereby, as determined by the Trustee requirements specified in its reasonable discretion; this clause (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”h).;

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license (including, without limitation, Communications Licenses), contract, property right or agreement to which any Grantor is a party, and any rights of any Grantor arising thereunder or evidenced thereby, if and to the extent that a security interest is (i) prohibited by or in violation of any law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority) applicable to such Grantor or (ii)(A) is prohibited by or in violation of a term, provision or condition of any such lease, license, property right, contract or agreement or (B) creates a right of termination in favor or, or requires the consent of, any other party (other than any GrantorLoan Party) (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 or government regulation (including the Bankruptcy Code and the Communications Laws) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such termination, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property right or agreement; (b) 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 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; (c) any amounts held by a Grantor on a temporary basis on behalf of a local cable franchise authority, which amounts may not be applied by any Grantor for any other purpose; (d) any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded thereby, as determined by the Trustee in its reasonable discretion; (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”).upon

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license (including, without limitation, Communications Licenses), contract, property right or agreement to which any Grantor is a party, and any rights of any Grantor arising thereunder or evidenced thereby, if and to the extent that a security interest is (i) prohibited by or in violation of any law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority) applicable to such Grantor or (ii)(A) is prohibited by or in violation of a term, provision or condition of any such lease, license, property right, contract or agreement or (B) creates a right of termination in favor or, or requires the consent of, any other party (other than any GrantorLoan Party) (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 or government regulation (including the Bankruptcy Code and the Communications Laws) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such termination, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property right or agreement; (b) 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 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; (c) any amounts held by a Grantor on a temporary basis on behalf of a local cable franchise authority, which amounts may not be applied by any Grantor for any other purpose; (d) any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded thereby, as determined by the Trustee in its reasonable discretion; (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”).the

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license (including, without limitation, Communications Licenses), contract, property right or agreement to which any Grantor is a party, and any rights of any Grantor arising thereunder or evidenced thereby, if and to the extent that a security interest is (i) prohibited by or in violation of any law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority) applicable to such Grantor or (ii)(A) is prohibited by or in violation of a term, provision or condition of any such lease, license, property right, contract or agreement or (B) creates a right of termination in favor or, or requires the consent of, any other party (other than any GrantorLoan Party) (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 or government regulation (including the Bankruptcy Code and the Communications Laws) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such termination, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property right or agreement; (b) 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 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; (c) any amounts held by a Grantor on a temporary basis on behalf of a local cable franchise authority, which amounts may not be applied by any Grantor for any other purpose; (d) any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded thereby, as determined by the Trustee Administrative Agent in its reasonable discretion; (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”).

Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license (including, without limitation, Communications Licenses), contract, property right or agreement to which any Grantor is a party, and any rights of any Grantor arising thereunder or evidenced thereby, if and to the extent that a security interest is (i) prohibited by or in violation of any law, rule or regulation (including any requirement to obtain the consent of any Governmental Authority) applicable to such Grantor or (ii)(A) is prohibited by or in violation of a term, provision or condition of any such lease, license, property right, contract or agreement or (B) creates a right of termination in favor or, or requires the consent of, any other party (other than any Grantor) (unless Credit Party)(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 or government regulation (including the Bankruptcy Code and Code, the Communications Laws) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the condition causing such termination, or the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property right or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract, property right or agreement; (b) 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 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; (c) any amounts held by a Grantor on a temporary basis on behalf of a local cable franchise authority, which amounts may not be applied by any Grantor for any other purpose; (d) any application to register a Trademark in the U.S. Patent and Trademark Office (the “PTO”) based upon Grantor’s “intent to use” such Trademark (but only if the grant of a security interest in such “intent to use” Trademark application violates 15 U.S.C. § 1060(a)) unless and until a “Statement of Use” or “Amendment to Allege Use” is filed in the PTO with respect thereto, at which point Collateral shall include, and the security interest granted hereunder shall be attached to, such application; (e) other assets to the extent the burden or cost of obtaining or perfecting a security interest therein is excessive in relation to the benefit of the security afforded thereby, as determined by the Trustee in its reasonable discretion; (f) motor vehicles or other assets subject to a certificate of title; and (g) Capital Stock in an Unrestricted Subsidiary (any such property referred to in clauses (a) to (g) above, collectively, the “Excluded Assets”).;