Common use of Excluded Collateral Clause in Contracts

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateral, (b) any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequences.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Foreign Subsidiary or Foreign Subsidiary Holding Company which Equity Interests entitle the holder thereof to vote for directors or any other matter, (b) nonassignable licenses or contracts, including without limitation any licenses described in clause (b) of the defined term “Permitted Transfers”, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company), provided further, that upon the lapse termination of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, license or contract or Equity Interests shall automatically be included in the Collateral, (bc) any property for which the granting of a security interest therein is subject contrary to a capital leaseapplicable law, purchase money Lien or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination cessation of any such restriction or prohibition, such property shall automatically be deemed included in the Collateral, ; (cd) any trademark application filed Excluded Accounts; (e) any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination a party thereto (other than Borrower), provided that upon the termination and release of such cash collateral, such property shall automatically be included in the Collateral; (f) any lease, license or other agreement and any property subject thereto on an the Closing Date or on the date of the acquisition of such property (other than any property acquired by a Loan Party subject to any such contract or other agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, license, contract or agreement or create a right of termination in favor of any other party thereto (other than the Borrower, any other Loan Party or any Subsidiary) (but (A) only to the extent such prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of Article 9 of the UCC); (g) any assets as to which the Agent in its reasonable discretion shall determine that the costs and burdens of obtaining or perfecting a security interest therein substantially outweigh the benefit to the Lenders of the security afforded thereby (including, without limitation, vehicles or other assets subject to a certificate of title); (h) any “intent-to-intent to use” basis until trademarks at all times prior to the earlier of first use thereof, whether by the filing actual use thereof in commerce, the recording of a statement of use with respect thereto the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the issuance United States Patent and Trademark Office of a registration therefor, an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral and (di) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (other assets as reasonably determined may be agreed by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary Agent in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may writing in its sole discretion to be pledged without causing such adverse tax consequencesexcluded from Collateral.

Excluded Collateral. Notwithstanding anything herein to the broad grant of contrary, but subject in all respects to the provisions contained in this Section 1(B), in no event shall the Collateral hereunder include, and Debtor shall not be deemed to have granted a security interest set forth in Section 3.1(i) any of Debtor’s rights or interests in any program, abovelicense (including, without limitation, any software license), contract or agreement to which Debtor is a party or any of its rights or interests thereunder to the Collateral shall not include (a) nonassignable licenses or contractsextent, which by their terms require the consent of the licensor thereof or another party (but only to the extent, that such a grant would, under the terms of such program, license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, or cause a termination of, any license, contract or agreement to which Debtor is a party, or (ii) any FCC License or any PUC License, except at such times and to the extent that a security interest in such prohibition FCC License or PUC License is permitted under Applicable Law, or (iii) any leasehold to the extent that such grant would, under the terms of the lease relating thereto, result in a breach of the terms of, or constitute a default under, or cause a termination of, such lease; provided, that, notwithstanding the foregoing provisions of this Section 1(B), (x) the foregoing grant of security interest shall extend to, and the Collateral hereunder shall include, any and all proceeds of any such program, license, contract or agreement, FCC License or PUC License or leasehold to the extent that the assignment or encumbering of such proceeds is not prohibited by Applicable Law, (y) immediately upon the ineffectiveness, lapse, waiver or termination of any such provision or restriction referred to in clauses (i) through (iii) of this Section 1(B), the Collateral hereunder shall include, and Debtor shall be deemed to have granted a security interest in, all such rights and interests in and to each and every program, license, contract, agreement, FCC License or PUC License or leasehold to which such provision or restriction pertained as if such provision or restriction had never been in effect and (z) the Collateral shall include, and Debtor shall be deemed to have granted a security interest in, any of Debtor’s rights, interests, contracts, agreements and licenses (including FCC Licenses or PUC Licenses), any leasehold and any other rights and assets that would not constitute Collateral if the provisions of clauses (i) through (iii) of this Section 1(B) governed, if and to the extent that the issuer of or other party to such contract, agreement, license or lease has consented to such grant or to the extent that any such restriction on granting a security interest referred to in clauses (i) through (iii) of this Section 1(B) would be rendered ineffective pursuant to the UCC or any other Applicable Law (including any federal, state or foreign bankruptcy, insolvency or similar law). For avoidance of doubt, the parties confirm that any license or like agreement to which Debtor is a party permitting Debtor to locate antennas, transmitters or other broadcasting equipment on property owned by a third party does not constitute a real property leasehold interest for purposes of the immediately preceding sentence or for any other purpose. Where applicable, and to the extent not otherwise defined herein, all terms used herein shall have the same meaning as set forth in the Uniform Commercial Code in effect in the State of Colorado, as amended from time to time (the “UCC”). Any of the foregoing terms which are defined in the UCC shall have the meaning provided in the UCC, as amended and in effect from time to time, as supplemented and expanded by the foregoing. For avoidance of doubt, it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision. Notwithstanding the immediately preceding sentence, the foregoing grant is intended to apply immediately on the date hereof to all Collateral to the fullest extent permitted by Applicable Law regardless of whether any particular item of Collateral is currently subject to the UCC. The security interests are granted as security only and shall not subject Secured Party to, or transfer is enforceable under applicable lawto Secured Party, or in any way affect or modify, any obligation or liability of Debtor with respect to any of the Collateral or any transaction in connection therewith. Debtor will perform and comply in all material respects with all of its obligations in respect of the Collateral, including, without limitation, Sections 9406accounts, 9407 contracts, leases and 9408 other general intangibles, and the exercise by Secured Party of any of its rights hereunder shall not release Debtor from any of its duties or obligations. Secured Party shall not have any obligation or liability under the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be contracts and agreements included in the Collateral, (b) any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under Collateral by reason of this Security Agreement, but only nor shall Secured Party be obligated to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms perform any of the related equipment financing agreement obligations or would result in a termination thereof, and provided further, that upon the termination duties of such prohibition, such property shall automatically be deemed included in the Collateral, (c) Debtor thereunder or to take any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto action to collect or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event enforce any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesclaim for payment assigned hereunder.

Excluded Collateral. (a) Notwithstanding the broad grant of the security interest set forth in Section 3.1, 3.1 above, the Collateral shall not include, and no Lien or security interest is hereby granted on, (i) any Intellectual Property, whether now owned or hereafter acquired, provided, however, other than the assets or the proceeds thereof described in Sections 3.2(a)(ii) and (iii) (but subject to the proviso contained in each of such sections), the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (athe “Rights to Payment”) nonassignable licenses (ii) any assets or contracts, which by their terms require the consent proceeds thereof that are the subject of the licensor Liens permitted under clauses (xv) through (xxii) of Permitted Liens, provided that upon the termination by the applicable holder thereof or another party expiration of any prohibition on the granting of Liens thereon, such assets (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 they do not consist of the UCCIntellectual Property) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included subject to the security interest granted in favor of Agent hereunder and become part of the Collateral, (biii) any assets or proceeds that are the subject of clause (ii) of Permitted Negative Pledges, provided that upon the termination by the applicable holder thereof or expiration of any prohibition on the granting of Liens thereon, such assets (to the extent they do not consist of Intellectual Property) shall automatically be subject to the security interest granted in favor of Agent hereunder and become part of the Collateral, (iv) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (v) cash or cash equivalents securing obligations permitted under clause (vii) of the definition of Permitted Indebtedness [relating to letter of credit and corporate credit card reimbursement obligations], (vi) equity or ownership interests in XOMA CDRA, (vii) raw materials paid for or the cost of which has been reimbursed by NIAID or another agency of the U.S. government which are being or will be utilized in the conduct of activities under one or more contracts between any Loan Party and such governmental institute or agency, (viii) property which owned by any Loan Party that is subject to a capital lease, purchase money Lien or similar equipment financing a capital lease and the proceeds thereof permitted under this Agreementthe Loan Agreement if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits, but or requires the consent of any person other than a Loan Party which has not been obtained as a condition to the creation of, any other Lien on such property, or (ix) any permit or license (I) issued by a governmental authority to any Loan Party or agreement to which any Loan Party is a party or (II) for the use of another person’s Intellectual Property, in each case, only to the extent and for as so long as the terms of such permit, license or agreement or any requirement of law applicable thereto, validly prohibit the creation by such Loan Party of a Lien security interest in such permit, license or agreement in favor of the Agent would be prohibited by the terms and Lenders (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a), or 9-409 of the related equipment financing agreement UCC (or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto successor provision or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrowerprovisions), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequences.

Excluded Collateral. Notwithstanding the broad grant Each reference to Collateral or to any relevant type or item of the security interest set forth in Section 3.1, above, the Property constituting Collateral shall be deemed to exclude (i) tangible Property that is not include located in the continental United States (aincluding its possessions), (ii) nonassignable licenses motor vehicles, forklifts, trailers photocopiers or contractsany property which may be covered by a certificate of title, which (iii) the Equity Interests owned by their terms require any Obligor or a Restricted Subsidiary in a Joint Venture to the consent of the licensor thereof or another party extent (but only to the extent extent) (A) the Organization Documents of such prohibition Joint Venture or any other agreement relating to such Joint Venture prohibit the granting of a Lien on transfer is enforceable under applicable lawsuch Equity Interests or (B) such Equity Interests in such Joint Venture are otherwise pledged as collateral as permitted by Section 9.02(g) of this Agreement, includingprovided however, without limitation, Sections 9406, 9407 and 9408 if any of the UCCforegoing conditions cease to be in effect for any reason, then the Equity Interests in such Joint Venture shall automatically be subject to the lien and security interest pursuant to the Collateral Agreement, (iv) any assets, or Pledged Collateral consisting more than 65% of the capital stock, of any CFC, (v) more than 65% of the Equity InterestsInterests of any Excepted Subsidiary, (vi) any lease, license, contract, property rights or agreement to which the Borrower or any Subsidiary is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (A) the abandonment, invalidation or unenforceability of any right, title or interest of such Person therein or (B) in a breach or termination pursuant to the terms of the applicable Equity Documentsof, or a pledge of default under, any such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Companylease, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract property rights or Equity Interests agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code); provided, however that such security interest shall, unless otherwise not excluded from the Collateral under the Loan Documents, attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall automatically be included remedied and to the extent severable, shall attach immediately to any portion of such lease, license, contract, property rights or agreement that does not result in any of the Collateralconsequences specified in (A) or (B) above, (bvii) any property which is Property subject to a capital leaseLien permitted by Section 9.02(b), purchase money Lien (d) or similar equipment financing permitted under (e) of this Agreement, but only to (viii) any Property owned EXLP or its Subsidiaries, (ix) the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereofEquity Interests in, and provided furtherany Property of, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateralany ABS Subsidiary, (cx) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, GP Interests and IDRs and (dxi) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically Hanover Cayman Limited and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequences.Production Operators Cayman Inc. Schedule 8.07 — 1 Schedule 9.01

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Foreign Subsidiary or Foreign Subsidiary Holding Company which Equity Interests entitle the holder thereof to vote for directors or any other matter, (b) nonassignable licenses or contracts, including without limitation any licenses described in clause (b) of the defined term “Permitted Transfers,” which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC) or Pledged Collateral consisting of Equity Interests), if pursuant to the terms of the applicable Equity Documentsprovided, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse termination of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, license or contract or Equity Interests shall automatically be included in the Collateral, (bc) any property for which the granting of a security interest therein is subject contrary to a capital leaseapplicable law, purchase money Lien or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination cessation of any such restriction or prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and ; (d) any Excluded Accounts. In addition; (e) any cash collateral deposit subject to a Permitted Lien hereunder, in if the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests grant of a Restricted Foreign Subsidiary of New Parent security interest with respect to result in material adverse tax consequences such property pursuant to the Borrower (as reasonably determined this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination a party thereto (other than Borrower), provided that upon the Collateral termination and release of such cash collateral, such property shall automatically be included in the Collateral; (f) any lease, license or other agreement and without further action required byany property subject thereto on the Closing Date or on the date of the acquisition of such property (other than any property acquired by a Loan Party subject to any such contract or other agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, and without notice tolicense, contract or agreement or create a right of termination in favor of any other party thereto (other than the Borrower, any Person exclude other Loan Party or any Subsidiary) (but (A) only to the extent such Equity Interests prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of such Restricted Foreign Subsidiary in excess Article 9 of the maximum percentage UCC); (g) any assets as to which the Agent in its reasonable discretion shall determine that the costs and burdens of obtaining or perfecting a security interest therein substantially outweigh the benefit to the Lenders of the outstanding Equity Interests security afforded thereby (including, without limitation, vehicles or other assets subject to a Certain information has been omitted from this Exhibit 10.1 because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks [**] denote omissions. certificate of such Restricted Foreign Subsidiary that title); and (h) any other assets as may be pledged without causing such adverse tax consequencesagreed by the Agent in writing in its sole discretion to be excluded from Collateral.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the UCC Collateral shall not include (a) any “intent to use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, provided, that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use of an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, and (b) nonassignable licenses or contracts, including, without limitation, any licenses described in clause (ii) of the defined term “Permitted Transfers”, which by their terms require the consent of the licensor thereof or another party (but only to the extent (i) such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 94069-406, 9407 9-407 and 9408 9-408 of the UCCUCC and (ii) no consent or Pledged Collateral consisting of Equity Interests, if pursuant waiver has been obtained that would permit Agent’s security interest or lien to attach notwithstanding the terms of prohibition or restriction on the applicable Equity Documents, a pledge of such Equity Interests would be prohibited lease, license or void agreement), (c) any lease, license or would require other agreement and any property subject thereto on the consent Closing Date or on the date of or waiver by the applicable Platform Company, provided further, that upon the lapse acquisition of such prohibition or such consent or waiver being provided with respect property (other than any property acquired by Borrower subject to any license such contract or contractother agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, such license, contract or Equity Interests agreement or create a right of termination in favor of any other party thereto (other than the Borrower or any Subsidiary) (but (A) only to the extent such prohibition is enforceable under applicable law, rule or regulation, and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or 22 any other Section) of Article 9 of the UCC), (d) any cash collateral deposit subject to a Permitted Lien hereunder, if the grant of a security interest with respect to such property pursuant to this Agreement would be prohibited by the agreement creating such Permitted Lien or otherwise constitute a default thereunder or create a right of termination of any other party thereto (other than Borrower or a Subsidiary), provided that upon the termination and release of such collateral, such property shall automatically be included in the Collateral, (be) any property Excluded Account and (f) assets as to which is subject to a capital lease, purchase money Lien the costs of obtaining or similar equipment financing permitted under this Agreement, but only perfecting such security interest are excessive in relation to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms value of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, such property shall automatically security to be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (afforded thereby as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary Agent in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesits sole discretion.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) nonassignable licenses any permit, lease or contractsother agreement (other than relating to Accounts, Inventory or Deposit Accounts) to which by their terms require any Obligor is a party, or any of its rights or interests thereunder, if and for so long as the consent grant of a security interest therein shall constitute or result in (i) the abandonment, invalidation or unenforceability of the licensor thereof right, title or another party interest of such Obligor therein, (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCCii) a breach or Pledged Collateral consisting of Equity Interests, if termination pursuant to the terms of the applicable Equity Documentsof, or a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contractdefault under, such licensepermit, contract lease or Equity Interests shall automatically be included other agreement, or (iii) in the Collateralcase of any permit, lease or other agreement of any Governmental Authority (or any Person acting on behalf of a Governmental Authority), the violation of any Applicable Law, or (b) any property which Equipment owned by any Obligor on the date hereof or hereafter acquired that is subject to a capital lease, purchase money Purchase Money Lien or similar equipment financing a Lien securing a Capital Lease permitted under this Agreementto be incurred hereunder if the contract or other agreement (or the documentation providing for such Purchase Money Debt or Capital Lease) in which such Lien is granted validly prohibits the creation of any other Lien on such Equipment or the grant of such Lien shall constitute or result in a breach or termination pursuant to the terms or such contract or other agreement; provided, but only in each case that (i) no Accounts or Inventory shall be Excluded Collateral and no asset or property shall be considered Excluded Collateral to the extent the restriction described in the foregoing clauses (a) and for as long as a Lien in favor of Agent (b) would be prohibited by the terms rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the related equipment financing agreement UCC or would result any other applicable law or principles of equity, or to the extent that any necessary consents or waivers have been obtained to allow the security interest in a termination thereofsuch asset or property notwithstanding such restriction, and provided further(ii) the inclusion of an asset as Excluded Collateral shall not limit, that impair or otherwise affect the Agent’s security interest in and Lien upon any rights or interests of any Obligor in or to (x) monies due or to become due under any permit, lease or other agreement to which any Obligor is a party, or (y) any proceeds from the termination sale, license, lease or other dispositions of any such prohibitionpermit, such property shall automatically be deemed included in the Collaterallease or other agreement, or (c) leasehold interests of any trademark application filed on an “intent-to-use” basis until Obligor in any motor vehicles; provided that any proceeds from the earlier sale, license, lease or other disposition of such leasehold interests shall constitute Collateral hereunder (other than proceeds of the filing disposition of a statement of use with respect thereto or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower vehicles leased by Obligors (as reasonably determined lessees) where the proceeds are remitted to or retained by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests lessor of such Restricted Foreign Subsidiary in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesvehicles).

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) more than 65% of the presently existing and hereafter arising issued and outstanding Equity Interests owned by Borrower of any Foreign Subsidiary or Foreign Subsidiary Holding Company which Equity Interests entitle the holder thereof to vote for directors or any Certain information has been omitted from this Exhibit 10.1 because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks [**] denote omissions. other matter, (b) nonassignable licenses or contracts, including without limitation any licenses described in clause (b) of the defined term “Permitted Transfers,” which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC) or Pledged Collateral consisting of Equity Interests), if pursuant to the terms of the applicable Equity Documentsprovided, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse termination of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, license or contract or Equity Interests shall automatically be included in the Collateral, (bc) any property for which the granting of a security interest therein is subject contrary to a capital leaseapplicable law, purchase money Lien or similar equipment financing permitted under this Agreement, but only to the extent and for as long as a Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination cessation of any such restriction or prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and ; (d) any Excluded Accounts. In addition; (e) any cash collateral deposit subject to a Permitted Lien hereunder, in if the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests grant of a Restricted Foreign Subsidiary of New Parent security interest with respect to result in material adverse tax consequences such property pursuant to the Borrower (as reasonably determined this Agreement would be prohibited by the agreement creating such Permitted Lien or would otherwise constitute a default thereunder or create a right of termination a party thereto (other than Borrower), provided that upon the Collateral termination and release of such cash collateral, such property shall automatically be included in the Collateral; (f) any lease, license or other agreement and without further action required byany property subject thereto on the Closing Date or on the date of the acquisition of such property (other than any property acquired by a Loan Party subject to any such contract or other agreement to the extent such contract or other agreement was incurred in contemplation of such acquisition) to the extent that a grant of a security interest therein to secure the Secured Obligations would violate or invalidate such lease, and without notice tolicense, contract or agreement or create a right of termination in favor of any other party thereto (other than the Borrower, any Person exclude other Loan Party or any Subsidiary) (but (A) only to the extent such Equity Interests prohibition is enforceable under applicable law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-408 or 9-409 (or any other Section) of such Restricted Foreign Subsidiary in excess Article 9 of the maximum percentage UCC); (g) any assets as to which the Agent in its reasonable discretion shall determine that the costs and burdens of obtaining or perfecting a security interest therein substantially outweigh the benefit to the Lenders of the outstanding Equity Interests security afforded thereby (including, without limitation, vehicles or other assets subject to a certificate of such Restricted Foreign Subsidiary that title); and (h) any other assets as may be pledged without causing such adverse tax consequencesagreed by the Agent in writing in its sole discretion to be excluded from Collateral.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above2.1, the Collateral shall not include (collectively, “Excluded Collateral”): (a) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver any property held in trust by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect Borrower and lawfully belonging to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateralothers, (b) the last day of the term of any lease of real property, provided that the Borrower shall stand possessed of such last day and shall assign and transfer such interest as instructed by the Lender; (c) with respect to Section 2.1(c), any consumer goods used as such by the Borrower, (d) any permit, lease or license or any contractual obligation entered into by Borrower (i) that prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the creation by Borrower of a Lien on any right, title or interest in such permit, lease, license or contractual obligation or any Capital Stock or equivalent thereof related thereto or that contains terms stating that the granting of a lien therein would otherwise result in a material loss by Borrower of any material rights therein, (ii) to the extent that any law applicable thereto prohibits the creation of a Lien thereon or (iii) to the extent that a Lien thereon would give any other party a legally enforceable right to terminate such permit, lease, license or any contractual obligation, but only, with respect to the prohibition in (i), (ii) and (iii) to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law, (e) property which or assets owned by Borrower that is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this Agreement, but only a Capital Lease Obligation if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease Obligation) prohibits or requires the consent of any Person other than Borrower and its Subsidiaries which has not been obtained as a condition to the extent and for as long as a creation of any other Lien in favor of Agent would be prohibited by the terms of the related equipment financing agreement or would result in a termination thereof, and provided further, that upon the termination of such prohibition, on such property shall automatically be deemed included in the Collateralor such assets, (cf) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto Intent To Use Trademark or the issuance of a registration therefor, any similar Trademark existing under Canadian law and (dg) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge shares of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required by, and without notice to, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary capital stock having voting power in excess of the maximum percentage 65% of the outstanding Equity Interests voting power of all classes of capital stock of a first tier controlled foreign corporation (as that term is described in the IRC); provided, however, “Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesproceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral).

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (a) nonassignable licenses building fixtures (as opposed to trade fixtures) located on premises leased by any Obligor to the extent the pledge thereof or contractsgrant of a security interest therein is (i) validly prohibited by the lease governing such premises and (ii) would result in the forfeiture of any Obligor’s right, title or interest thereunder under Applicable Law, provided, however, that at such time as any such grant of a security interest in any such fixtures shall not result in a forfeiture under Applicable Law, such fixtures shall (without any further act or delivery by any Person) constitute Collateral hereunder; (b) in the case of the Swiss Borrower, types of Property for which security interest grants and pledges may not be validly granted as a matter of Swiss law; (c) any Investment Property or General Intangibles or assets governed thereby (including any license, contract, permit, lease or franchise to the extent deemed a General Intangible), now or hereafter held or owned by their any Grantor (which in no event shall include any assets that are included in the computation of the Borrowing Base), to the extent, in each case, that (i) a security interest may not be granted by a Grantor in such Investment Property or General Intangibles as a matter of law or (i) a security interest may not be granted under the express terms require of the governing documents applicable to such General Intangible or Investment Property, without the consent of one or more applicable parties thereto; (d) equipment acquired after the licensor thereof or another party (but only Closing Date pursuant to Capital Leases to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406, 9407 and 9408 of that the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to agreements with respect thereto prohibit the terms of the applicable Equity Documents, a pledge inclusion of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the equipment as Collateral, ; and (be) any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this Agreement, but only intent-to-use trademark application to the extent and for as so long as creation by a Lien in favor Obligor of Agent would be prohibited by the terms of the related equipment financing agreement or a security interest therein would result in a termination the abandonment, invalidation or unenforceability thereof, and provided furtherprovided, however, that upon the termination of such prohibition, such property shall automatically be deemed included in the Collateral, (c) any trademark application filed on an “intent-to-use” basis until the earlier of the filing of a statement of use with respect thereto or the issuance of a registration therefor, and (d) Excluded Accounts. In addition, in the event any change in the U.S. tax laws would cause a pledge of some or all of the outstanding Equity Interests of a Restricted Foreign Subsidiary of New Parent to result in material adverse tax consequences to the Borrower (as reasonably determined by the Borrower), the Collateral shall automatically and without further action required bynot include any proceeds, and without notice tosubstitutions or replacements of any Excluded Collateral referred to in this clause (e) (unless such proceeds, any Person exclude such Equity Interests of such Restricted Foreign Subsidiary substitutions or replacements would constitute Excluded Collateral referred to in excess of the maximum percentage of the outstanding Equity Interests of such Restricted Foreign Subsidiary that may be pledged without causing such adverse tax consequencesthis clause (e)).