Common use of Limitation on Collateral Clause in Contracts

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 or any other Collateral Document (a) no Loan Party shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or (ii) the grant or perfection of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of contracts or applicable law or would violate the terms of any contract relating to such asset or would trigger termination of (or a right of termination under) any contract pursuant to any “change of control” or similar provision or otherwise require any Loan Party or any Subsidiary thereof to take any action that is materially adverse to its interests (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (b) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Effective Date (to the extent appropriate in the applicable jurisdiction), (c) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and (e) the security interests in the following Collateral shall not be required to be perfected: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter of Credit Rights to the extent not perfected by the filing of a Form UCC-1 financing statement.

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 or any other Collateral Document (a) no Loan Party shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or (ii) the grant or perfection of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of contracts or applicable law or would violate the terms of any contract relating to such asset or would trigger termination of (or a right of termination under) any contract pursuant to any “change of control” or similar provision or otherwise require any Loan Party or any Subsidiary thereof to take any action that is materially adverse to its interests (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law), (b) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Effective Date (to the extent appropriate in the applicable jurisdiction), (c) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) any real property of the Target located in Durango, Colorado shall not be required to be mortgaged until the first anniversary of the Restatement Effective Date (to the extent still owned by a Loan Party (or such later date as the Administrative Agent may agree to)), (e) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and (ef) the security interests in the following Collateral shall not be required to be perfected: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter of Credit Rights to the extent not perfected by the filing of a Form UCC-1 financing statement.

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 4.4, any other provision of this Agreement or any other Collateral Document (a) no Loan Party Grantor shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) extent the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent Agent, (b) no Grantor shall be required to complete any filings or take any other action (iiincluding the execution of a foreign law security or pledge agreement or the act of a foreign intellectual property filing or search) with respect to the grant or perfection of a security interest on any Collateral in any jurisdiction other than the United States; provided that (other than during a Collateral and Guarantee Suspension Period) with respect to any Equity Interests of First-Tier Foreign Subsidiaries that constitute Collateral, Grantors shall also be required to enter into foreign law governed security or pledge agreements in the jurisdiction of organization or incorporation of such asset would be prohibited by enforceable antiFirst-assignment provisions Tier Foreign Subsidiary if such First-Tier Foreign Subsidiary is organized or incorporated in (x) on and after the Escrow Release Date, the Cayman Islands (including the Cayman Share Mortgage) and (y) after the Escrow Release Date, if one or more First-Tier Foreign Subsidiaries that own non-U.S. assets constituting more than 10.00% of contracts the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries (based upon the financial statements most recently delivered on or applicable law or would violate the terms of any contract relating prior to such asset or would trigger termination of (or a right of termination under) any contract date pursuant to any “change Section 6.1) and that the Administrative Agent reasonably believes to be material is organized in a jurisdiction other than the Cayman Islands, such other jurisdictions in which such First-Tier Foreign Subsidiaries are organized; provided, however, that in no event shall a Grantor be required to grant or perfect a security interest in the People’s Republic of control” or similar provision or otherwise require any Loan Party China, the Republic of India, Italy, the Republic of Korea, Japan, the State of Israel or any Subsidiary thereof jurisdiction where it may be either impossible or impractical to take grant or perfect security interests in Equity Interests or where it is more burdensome or costly in any action that is materially adverse to its interests (in each case, after giving effect material respect compared to the applicable anti-assignment provisions of United States or the UCC or other applicable law)Cayman Islands, (bc) no Grantor shall be required to make any filing with respect to any intellectual property rights other than filing the Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, (d) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Effective Escrow Release Date (to the extent appropriate in the applicable jurisdiction), (ce) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party Grantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and agreement, (ef) the security interests in the following Collateral shall not be required to be perfectedperfected other than by UCC filing: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 30 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter letter of Credit Rights credit rights to the extent not perfected by the filing of a Form UCC-1 financing statementstatement and (g) the Guaranty of the SD Guarantor shall not be secured.

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 4.4, any other provision of this Agreement or any other Collateral Document (a) no Loan Party Grantor shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) extent the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent Agent, (b) no Grantor shall be required to complete any filings or take any other action (iiincluding the execution of a foreign law security or pledge agreement or the act of a foreign intellectual property filing or search) with respect to the grant or perfection of a security interest on any Collateral in any jurisdiction other than the United States; provided that with respect to any Equity Interests of First-Tier Foreign Subsidiaries that constitute Collateral, Grantors shall also be required to enter into foreign law governed security or pledge agreements in the jurisdiction of organization or incorporation of such asset would be prohibited by enforceable antiFirst-assignment provisions Tier Foreign Subsidiary if such First-Tier Foreign Subsidiary is organized or incorporated in (x) on and after the Escrow Release Date, the Cayman Islands (including the Cayman Share Mortgage) and (y) after the Escrow Release Date, if one or more First-Tier Foreign Subsidiaries that own non-U.S. assets constituting more than 10.00% of contracts the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries (based upon the financial statements most recently delivered on or applicable law or would violate the terms of any contract relating prior to such asset or would trigger termination of (or a right of termination under) any contract date pursuant to any “change Section 6.1) and that the Administrative Agent reasonably believes to be material is organized in a jurisdiction other than the Cayman Islands, such other jurisdictions in which such First-Tier Foreign Subsidiaries are organized; provided, however, that in no event shall a Grantor be required to grant or perfect a security interest in the People’s Republic of control” or similar provision or otherwise require any Loan Party China, the Republic of India, Italy, the Republic of Korea, Japan, the State of Israel or any Subsidiary thereof jurisdiction where it may be either impossible or impractical to take grant or perfect security interests in Equity Interests or where it is more burdensome or costly in any action that is materially adverse to its interests (in each case, after giving effect material respect compared to the applicable anti-assignment provisions of United States or the UCC or other applicable law)Cayman Islands, (bc) no Grantor shall be required to make any filing with respect to any intellectual property rights other than filing the Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, (d) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Effective Escrow Release Date (to the extent appropriate in the applicable jurisdiction), (ce) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party Grantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and agreement, (ef) the security interests in the following Collateral shall not be required to be perfectedperfected other than by UCC filing: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 30 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter letter of Credit Rights credit rights to the extent not perfected by the filing of a Form UCC-1 financing statementstatement and (g) the Guarantee of the SD Guarantor shall not be secured.

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 4.4, any other provision of this Agreement or any other Collateral Document (a) no Loan Party Grantor shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) extent the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent Agent, (b) no Grantor shall be required to complete any filings or take any other action (iiincluding the execution of a foreign law security or pledge agreement or the act of a foreign intellectual property filing or search) with respect to the grant or perfection of a security interest on any Collateral in such asset would any jurisdiction other than the United States, (c) no Grantor shall be prohibited by enforceable anti-assignment provisions of contracts or applicable law or would violate the terms of required to make any contract relating to such asset or would trigger termination of (or a right of termination under) any contract pursuant filing with respect to any “change of control” intellectual property rights other than filing the Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or similar provision or otherwise require any Loan Party or any Subsidiary thereof to take any action that is materially adverse to its interests (in each casethe U.S. Copyright Office, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law)as applicable, (bd) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Amendment No. 2 Effective Date (to the extent appropriate in the applicable jurisdiction), (ce) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party Grantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement agreement, and (ef) the security interests in the following Collateral shall not be required to be perfectedperfected other than by UCC filing: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 30 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter letter of Credit Rights credit rights to the extent not perfected by the filing of a Form UCC-1 financing statement.

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 4.4, any other provision of this Agreement or any other Collateral Document (a) no Loan Party Grantor shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) extent the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower Parent and the Administrative Agent Agent, (b) no Grantor shall be required to complete any filings or take any other action (iiincluding the execution of a foreign law security or pledge agreement or the act of a foreign intellectual property filing or search) with respect to the grant or perfection of a security interest on any Collateral in any jurisdiction other than the United States; provided that with respect to any Equity Interests of First-Tier Foreign Subsidiaries that constitute Collateral, Grantors shall also be required to enter into foreign law governed security or pledge agreements in the jurisdiction of organization or incorporation of such asset would be prohibited by enforceable antiFirst-assignment provisions Tier Foreign Subsidiary if such First-Tier Foreign Subsidiary is organized or incorporated in (x) the Cayman Islands (including the Cayman Share Mortgage) and (y) if one or more First-Tier Foreign Subsidiaries that own non-U.S. assets constituting more than 10.00% of contracts the Consolidated Total Assets of Parent and its Restricted Subsidiaries (based upon the financial statements most recently delivered on or applicable law or would violate the terms of any contract relating prior to such asset or would trigger termination of (or a right of termination under) any contract date pursuant to any “change Section 6.1) and that the Administrative Agent reasonably believes to be material is organized in a jurisdiction other than the Cayman Islands, such other jurisdictions in which such First-Tier Foreign Subsidiaries are organized; provided, however, that in no event shall a Grantor be required to grant or perfect a security interest in the People’s Republic of control” or similar provision or otherwise require any Loan Party China, the Republic of India, Italy, the Republic of Korea, Japan, the State of Israel or any Subsidiary thereof jurisdiction where it may be either impossible or impractical to take grant or perfect security interests in Equity Interests or where it is more burdensome or costly in any action that is materially adverse to its interests (in each case, after giving effect material respect compared to the applicable anti-assignment provisions of United States or the UCC or other applicable law)Cayman Islands, (bc) no Grantor shall be required to make any filing with respect to any intellectual property rights other than filing the Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, (d) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Effective Closing Date (to the extent appropriate in the applicable jurisdiction), (ce) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party Grantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and agreement, (ef) the security interests in the following Collateral shall not be required to be perfectedperfected other than by UCC filing: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 30 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter letter of Credit Rights credit rights to the extent not perfected by the filing of a Form UCC-1 financing statementstatement and (g) the Guarantee of the SD Guarantor shall not be secured.

Limitation on Collateral. Notwithstanding anything to the contrary in Sections 4.1 through 4.4 4.4, any other provision of this Agreement or any other Collateral Document (a) no Loan Party Grantor shall be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent: (i) extent the cost, burden, difficulty or consequence of granting or perfecting a Lien (including any mortgage, stamp, intangible or other tax or expenses relating to such Lien) outweighs the benefit to the Lenders of the security afforded thereby as reasonably determined by the Lead Borrower and the Administrative Agent Agent, (b) no Grantor shall be required to complete any filings or take any other action (iiincluding the execution of a foreign law security or pledge agreement or the act of a foreign intellectual property filing or search) with respect to the grant or perfection of a security interest on any Collateral in such asset would any jurisdiction other than the United States, (c) no Grantor shall be prohibited by enforceable anti-assignment provisions of contracts or applicable law or would violate the terms of required to make any contract relating to such asset or would trigger termination of (or a right of termination under) any contract pursuant filing with respect to any “change of control” intellectual property rights other than filing the Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or similar provision or otherwise require any Loan Party or any Subsidiary thereof to take any action that is materially adverse to its interests (in each casethe U.S. Copyright Office, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law)as applicable, (bd) Liens required to be granted pursuant to Section 4.4 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the First Restatement Amendment No. 2 Effective Date (to the extent appropriate in the applicable jurisdiction), (ce) no action shall be required in order to create or perfect any security interest in any assets located outside of the United States and no foreign law security or pledge agreement or foreign intellectual property filing or search shall be required, (d) no Loan Party Grantor shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement agreement, and (ef) the security interests in the following Collateral shall not be required to be perfectedperfected other than by UCC filing: (i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged Equity Interests to the extent otherwise required by any Loan Document and promissory notes in a principal amount in excess of $10.0 30 million); (ii) vehicles and any other assets subject to certificates of title; and (iii) Letter letter of Credit Rights credit rights to the extent not perfected by the filing of a Form UCC-1 financing statement.